Document

0001585101-18-000115.txt : 20181220 0001585101-18-000115.hdr.sgml : 20181220 20181220172434 ACCESSION NUMBER: 0001585101-18-000115 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 45 FILED AS OF DATE: 20181220 DATE AS OF CHANGE: 20181220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HINES GLOBAL INCOME TRUST, INC. CENTRAL INDEX KEY: 0001585101 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 800947092 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-220046 FILM NUMBER: 181247021 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD. STREET 2: SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 888-220-6121 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD. STREET 2: SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: HINES GLOBAL REIT II, INC. DATE OF NAME CHANGE: 20130826 POS AM 1 hgitdecember2018posam.htm HGIT DECEMBER 2018 POS AM Document

As filed with the Securities and Exchange Commission on December 20, 2018

Registration No. 333-220046

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

Post-Effective Amendment No. 16

Form S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________________

Hines Global Income Trust, Inc.

(Exact name of registrant as specified in governing instruments)

__________________________________



2800 Post Oak Boulevard Suite 5000 Houston, Texas 77056-6118 (888) 220-6121	Sherri W. Schugart 2800 Post Oak Boulevard Suite 5000 Houston, Texas 77056-6118 (888) 220-6121
(Address, including zip code, and telephone number, including, area code, of principal executive offices)	(Name and address, including zip code, and telephone number, including area code, of agent for service)

__________________________________

With copies to:

Alice L. Connaughton, Esq.

Greenberg Traurig, LLP

2101 L Street, NW

Washington, DC 20037

(202) 331-3100

_________________________________

Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☑

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ☐	Accelerated filer ☐		Non-accelerated filer ☑
Smaller reporting company ☑		Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☑

This Post-Effective Amendment No. 16 consists of:


•	Supplement No. 11, dated December 20, 2018, which supersedes and replaces all prior supplements to our Prospectus dated July 18, 2018;


•	Our Prospectus, dated July 18, 2018, previously filed pursuant to Rule 424(b)(3) and re-filed herewith;


•	Part II, included herewith; and


•	Signatures, included herewith.

Hines Global Income Trust, Inc.

Supplement No. 11 dated December 20, 2018

To the Prospectus dated July 18, 2018

This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Hines Global Income Trust, Inc., dated July 18, 2018 (the “Prospectus”). This Supplement supersedes and replaces all prior supplements to the Prospectus. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

TABLE OF CONTENTS



		Supplement No. 11	Prospectus
		Page Number	Page Number
A.	Status of Our Current Public Offering	1	N/A
B.	Update Regarding the Maximum Upfront Selling Commissions and Dealer Manager Fees Payable with Respect to Class T Shares	1	Prospectus Cover, 15, 20, 84, 113, 166, 189,190
C.	Update to Suitability Standards Section	2	i, ii
D.	Update Regarding Eligibility to Subscribe for Class I Shares	3	8, 16, 168, 188
E.	Update to Questions and Answers About this Offering Section	3	11
F.	Update to Prospectus Summary Section	3	19
G.	Update to Disclosure Regarding Organization and Offering Expenses	4	22, 27, 84, 102, 115, 120, 179, 192 and 193
H.	Updates to the Management Compensation Section	4	28, 123
I.	Distributions Declared	5	29, 172
J.	Updates Regarding Our Share Redemption Program	7	33, 174
K.	Update to the Risk Factors Section	9	36, 44, 47, 48, 73
L.	Update to the Management Section	11	103
M.	Update to the Our Real Estate Investments Section	12	125
N.	Update to the Security Ownership of Certain Beneficial Owners and Management Section	19	136
O.	Update to the Investment Objectives and Policies with Respect to Certain Activities Section	19	144, 152
P.	Update to the Selected Financial Data Section	21	159
Q.	Update to the Description of Capital Stock Section	24	180
R.	Update to the Plan of Distribution Section	26	195
S.	Update to the Experts Section	27	237
T.	Update to the Incorporation by Reference Section	27	237
U.	Update to the Financial Statements Section	28	F-1
V.	Update to Appendix A-1 and Appendix A-2	28	A-1

A. Status of Our Current Public Offering

As of December 3, 2018, we have received gross proceeds of approximately $461.9 million from the sale of 47.0 million shares of our common stock through our public offerings, including proceeds from our distribution reinvestment plan. As of December 3, 2018, approximately $1,566.4 million of our common shares remained available for sale pursuant to our current public offering in any combination of Class T Shares, Class S Shares, Class D Shares, and Class I Shares, exclusive of approximately $471.7 million of shares available under our distribution reinvestment plan.

B. Update Regarding the Maximum Upfront Selling Commissions and Dealer Manager Fees Payable with Respect to Class T Shares

Prior to November 27, 2018, the upfront selling commission payable with respect to the sale of Class T Shares was equal to up to 3.0% of the gross offering proceeds from the sale of such shares, and the dealer manager fee payable was equal to up to 0.5% of the gross offering proceeds from the sale of such shares, for a combined maximum upfront sales load of 3.5%. Effective as of November 27, 2018, the maximum upfront sales load continues to be equal to up to 3.5% of the gross offering proceeds from the sale of Class T Shares sold in the primary offering, however the amount of the selling commission and the dealer manager fee may vary at certain participating broker dealers, provided that the sum will not exceed 3.5% of the gross offering proceeds from the sale of such shares.

Accordingly, all disclosure in the Prospectus concerning the amount of upfront selling commissions and dealer manager fees payable with respect to Class T Shares, including without limitation, the table on the cover page, and in the sections of the Prospectus captioned “Prospectus Summary—Class T Shares, Class S Shares, Class D Shares and Class I Shares,” “Prospectus Summary—Management Compensation—Upfront Selling Commissions and Dealer Manager Fees,” “Estimated Use Proceeds,” “Management Compensation—Upfront Selling Commissions and Dealer Manager Fees,” “Description of Capital Stock—Class T Shares,” “Plan of Distribution—Underwriting Terms—Front-End Selling Commissions and Discounts (Class T Shares and Class S Shares)” is hereby updated to reflect that there is a maximum upfront sales load of up to 3.5% of the gross offering proceeds from the sale of Class T Shares in the primary offering, consisting of any combination of selling commissions and dealer manager fees, effective as of November 27, 2018.

C. Update to Suitability Standards Section

1. The suitability standard applicable to California investors on page i in the section of the Prospectus titled, “Suitability Standards,” is hereby deleted and replaced in its entirety with the following:

California—An investor’s investment in us may not exceed 10% of such investor’s liquid net worth. An investment by a California investor that is an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is not subject to the foregoing limitation.

2. The following concentration limit is hereby added to the section of the Prospectus titled “Suitability Standards” beginning on page i and must be met by Puerto Rico investors in addition to the other suitability requirements for the offering, effective as of the date of this Supplement:

Puerto Rico—In addition to our suitability requirements, Puerto Rico investors may not invest more than 10% of their liquid net worth in us, our affiliates, and in other non-traded REITs. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings, and automobiles minus total liabilities) consisting of cash, cash equivalents, and readily marketable securities.

3. The ninth paragraph on page ii in the section of the Prospectus titled, “Suitability Standards,” is hereby deleted and replaced in its entirety with the following in order to correct a typographical error:

For purposes of determining suitability of an investor, net worth in all cases shall be calculated excluding the value of an investor’s home, furnishings and automobiles and “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable investments.

D. Update Regarding Eligibility to Subscribe for Class I Shares

The Prospectus defines the categories of potential investors that are eligible to invest in Class I Shares, while noting that other categories of investors that the Company names in a prospectus supplement also will be eligible to subscribe for Class I Shares. The Company hereby supplements the list of investors eligible to subscribe for Class I Shares to include: the officers, directors, employees, and registered representatives of participating broker dealers or their affiliates, including their immediate family members. Accordingly, (i) the third sentence of the third paragraph under the caption “Questions and Answers About this Offering—What is the difference between the Class T Shares, Class S Shares, Class D Shares and Class I Shares being offered?” beginning on page 8 of the Prospectus, (ii) the third sentence of the seventh paragraph under the caption “Prospectus Summary—Class T Shares, Class S Shares, Class D Shares and Class I Shares” on page 16 of the Prospectus, (iii) the second paragraph under the caption “Description of Capital Stock—Common Shares—Class I Shares” on page 168 of the Prospectus, and (iv) the third sentence of the third paragraph under the caption “Plan of Distribution—General” on page 188 of the Prospectus, are hereby deleted in their entirety and replaced with the following:

Class I Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class I Shares, (4) by our executive officers and directors and their immediate family members, as well as officers and employees of our Advisor, Hines or other affiliates and their immediate family members, and, if approved by our board of directors, joint venture partners, consultants and other service providers, (5) through certain registered investment advisers, (6) by the officers, directors, employees, and registered representatives of participating broker dealers or their affiliates, including their immediate family members, or (7) other categories of investors that we name in an amendment or supplement to this prospectus.

E. Update to Questions and Answers About this Offering Section

The ninth bulleted risk factor in the section of the Prospectus titled “Questions and Answers About this Offering—Are there any risks involved in buying shares of our stock?” on page 11 is hereby deleted and replaced in its entirety with the following:

•

International investment risks, including the burden of complying with a wide variety of foreign laws and the uncertainty of such laws, the tax treatment of transaction structures, political and economic instability, foreign currency fluctuations, and inflation and governmental measures to curb inflation may adversely affect our operations and our ability to make distributions. Because the performance participation allocation payable to our Advisor is calculated based in part on changes in our NAV, our Advisor may be entitled to a greater or lesser allocation even if the changes in NAV are due solely to foreign currency fluctuations.

F. Update to Prospectus Summary Section

The ninth bulleted risk factor in the section of the Prospectus titled “Prospectus Summary—Summary Risk Factors” on page 19 is hereby deleted and replaced in its entirety with the following:

•

G. Update to Disclosure Regarding Organization and Offering Expenses

As previously disclosed at the commencement of this offering, pursuant to the terms of the Advisory Agreement, dated as of December 6, 2017, our Advisor agreed to advance all of our organization and offering expenses on our behalf through December 31, 2018 and we have agreed to reimburse our Advisor for all such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to our initial public offering, ratably over the 60 months following December 31, 2018, to the extent reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. In addition, we have agreed that following December 31, 2018, we will reimburse our Advisor for any organization and offering expenses that it incurs on our behalf as and when incurred, to the extent that aggregate reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. Accordingly, all references to these arrangements throughout prospectus are hereby updated to correctly reflect that the Advisor will advance all such expenses through December 31, 2018 (rather than December 31, 2019) and we will reimburse the Advisor after December 31, 2018 (rather than December 31, 2019), as set forth in the prior two sentences. Specifically, the disclosure is hereby updated in the sections of the Prospectus titled “Prospectus Summary—Management Compensation—Organization and Offering Expense Reimbursement—our Advisor,” “Estimated Use of Proceeds,” “Management—Our Advisor and Our Advisory Agreement—Compensation,” “Management Compensation—Organization and Offering Expense Reimbursement—our Advisor,” “Description of Capital Stock—NAV and NAV Per Share Calculation” and “Plan of Distribution—Underwriting Terms”, on pages 22, 27, 84, 102, 115, 120, 179, 192 and 193, respectively, of the Prospectus.

H. Updates to the Management Compensation Section

The following disclosure updates the “Prospectus Summary — Management Compensation” section and “Management Compensation” section beginning on pages 28 and 123 of the Prospectus, respectively:

The table below outlines fees and expense reimbursements incurred that were payable by us to Hines and its affiliates for the periods indicated below (in thousands):



	Incurred During the Nine Months Ended September 30,				Incurred During the Years Ended December 31,				Unpaid as of
Type and Recipient	2018		2017		2017		2016		September 30, 2018		December 31, 2017
Selling Commissions- Dealer Manager	$	349	$	4,006	$	4,021	$	5,339	$	—	$	—
Dealer Manager Fee- Dealer Manager	61		1,735		1,744		3,017		—		—
Distribution & Stockholder Servicing Fees- Dealer Manager	960		5,390		4,947		4,858		7,421		8,249
Organization and Offering Costs- the Advisor	2,213		3,921		4,753		3,107		7,941		5,728
Acquisition Fees- the Advisor⁽¹⁾	—		5,273		6,741		5,704		—		2
Asset Management Fees- the Advisor⁽²⁾	3,674		3,617		4,940		948		1,388		1,561
Other⁽³⁾- the Advisor	1,038		1,027		1,827		1,183		273		464
Performance Participation Allocation- the Advisor⁽⁴⁾	4,013		—		251		—		4,013		251
Interest Expense- Hines⁽⁵⁾	254		388		676		64		56		10
Property Management Fees- Hines	712		618		858		265		20		37
Construction Management Fees- Hines	326		—		236		—		—		19
Leasing Fees- Hines	205		—		263		—		62		17
Expense Reimbursement- Hines (with respect to management and operations of our properties)	1,374		1,159		1,599		675		10		304
Total	$	15,179	$	27,134	$	32,856	$	25,160	$	21,184	$	16,642

______________


(1)	As of the commencement of this offering, we no longer pay acquisition fees to the Advisor.


(2)	The Advisor did not waive any asset management fees payable to it during the nine months ended September 30, 2018 and the year ended December 31, 2017 and waived $1.3 million in asset management fees payable to it during the year ended December 31, 2016.


(3)	Includes amounts our Advisor paid on our behalf such as general and administrative expenses and acquisition-related expenses. These amounts are generally reimbursed to our Advisor during the month following the period in which they are incurred.


(4)	As of December 6, 2017, through its ownership of the Special OP Units in the Operating Partnership, our Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership's total return. Total return

is defined as distributions paid or accrued plus the change in net asset value of the Company's shares of common stock for the applicable period. This performance participation allocation is subject to investors earning a 5% return, after considering the effect of any losses carried forward from the prior period (as defined in the Operating Partnership agreement). The performance participation allocation accrues monthly and is payable after the completion of each calendar year. See “Management Compensation—Performance Participation Allocation.”


(5)	Includes amounts paid related to the Hines Credit Facility. See “Our Real Estate Investments—Our Permanent Debt” in the Prospectus, as supplemented by Section M. of this Supplement, for a description of this credit facility.

I. Distributions Declared

The following information updates, supplements and should be read in conjunction with the “Prospectus Summary— Description of Capital Stock— Distribution Objectives,” and “Description of Capital Stock— Distribution Objectives” sections beginning on pages 29 and 172 of the Prospectus, respectively.

From October 1, 2014 through December 31, 2017, with the authorization of our board of directors, we have declared distributions as of daily record dates and paid them on a monthly basis. Since January 2018, we have and intend to continue to declare distributions as of monthly record dates and pay them on a monthly basis. With the authorization of our board of directors, we declared monthly distributions from January 2018 through December 2018 at a gross distribution rate of $0.05083 per month for each share class, less any applicable distribution and stockholder servicing fees. All distributions paid to date were paid in cash or reinvested in shares of our common stock for those participating in our distribution reinvestment plan and have been paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to our distribution reinvestment plan were or will be reinvested in shares of the same class as the shares on which the distributions are made. Some or all of the cash distributions may be paid from sources other than cash flows from operations.

Set forth below is additional information regarding our gross annualized distribution rate, excluding any applicable distribution and stockholder servicing fees, since October 1, 2014 (the date our board first authorized distributions to be declared).


1.	With the authorization of our board of directors, we declared distributions as of daily record dates and paid them on a monthly basis through December 31, 2017. Beginning in January 2018, we have and intend to continue to declare distributions as of monthly record dates and pay them on a monthly basis.

We have not generated and we may continue to be unable to generate sufficient cash flows from operations to fully fund distributions paid. Therefore, some or all of our distributions have been and may continue to be paid, and during the offering phase, are likely to be paid at least partially from other sources, such as proceeds from the sales of assets, proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and/or cash resulting from a waiver or deferral of fees. See “Description of Capital Stock— Distribution Objectives” for additional information concerning our distributions.

assets, proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and/or cash resulting from a waiver or deferral of fees. We have not placed a cap on the amount of distributions that may be paid from any of these sources. For example, we funded 26%, 56%, 60% and 23% of total distributions for the nine months ended September 30, 2018 and the years ended December 31, 2017, 2016 and 2015, respectively, with cash flows from other sources such as cash flows from investing activities, which may include proceeds from the sale of real estate and/or cash flows from financing activities, which may include offering proceeds.

Distributions will be made on all classes of our common stock, including the IPO Shares, at the same time. Further, because the distribution and stockholder servicing fees payable with respect to Class T Shares and Class S Shares are higher than those payable with respect to Class D Shares, distributions with respect to Class T Shares and Class S Shares will be lower than distributions with respect to Class D Shares; also, because there are no distribution and stockholder servicing fees payable with respect to Class I Shares, distributions with respect to Class T Shares, Class S Shares and Class D Shares will be lower than distributions with respect to Class I Shares.

Cash Distributions

The following table outlines our total cash distributions declared to stockholders for each of the quarters ended during 2018 and 2017, including the breakout between the distributions declared in cash and those reinvested pursuant to our distribution reinvestment plan (in thousands).



	Stockholders						Distributions Paid With Cash Flows From Operating Activities⁽¹⁾
Distributions for the Three Months Ended	Cash Distributions		Distributions Reinvested		Total Declared
2018
September 30, 2018	$	2,617	$	3,033	$	5,650	$	5,654	100	%
June 30, 2018	2,554		2,974		5,528		2,065		37	%
March 31, 2018	2,544		2,970		5,514		4,674		85	%
Total	$	7,715	$	8,977	$	16,692	$	12,393	74	%
2017
December 31, 2017	$	2,636	$	3,005	$	5,641	$	—	—	%
September 30, 2017	2,532		2,901		5,433		3,869		71	%
June 30, 2017 ⁽²⁾	2,225		2,565		4,790		4,793		100	%
March 31, 2017 ⁽³⁾	1,833		2,076		3,909		—		—	%
Total	$	9,226	$	10,547	$	19,773	$	8,662	44	%

______________


(1)	Includes distributions paid to noncontrolling interests.


(2)	Includes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017.


(3)	Includes distributions declared as of daily record dates for the three months ended March 31, 2017, but excludes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017. These April 2017 distributions were paid in cash or reinvested in shares on May 1, 2017.

From inception through September 30, 2018, we declared distributions to our stockholders totaling $49.5 million, compared to total aggregate funds from operations, or FFO of $27.9 million and our total aggregate net loss of $28.3 million for that period. Although we ceased paying acquisition fees to our Advisor in December 2017, during our offering and investment stages, we will continue to incur acquisition expenses in connection with our real estate investments. Acquisition fees and expenses were recorded as reductions to net income (loss) and FFO prior to the adoption of Accounting Standards Update (“ASU”) 2017–01. From inception through January 1, 2018 (the date we adopted ASU 2017–01) we incurred acquisition fees and expenses totaling $23.3 million, which reduced net income and FFO.

See “Selected Financial Data” in the Prospectus, as supplemented by Section P. of this Supplement, for more information concerning our FFO, including a reconciliation of net loss to FFO.

J. Updates Regarding Our Share Redemption Program

In November 2018, our board of directors approved and adopted an amended and restated share redemption program, which took effect on November 30, 2018. The share redemption program was amended to describe the policy and procedures we will follow if, during any consecutive 24-month period, we do not have at least one month in which we fully satisfy 100% of properly submitted redemption requests or accept all properly submitted tenders in a self-tender offer for our shares. Accordingly, the following summary of our share redemption program, as amended and restated, updates the sections of the prospectus titled “Prospectus Summary—Description of Capital Stock—Share Redemption Program” on pages 33 to 34 of the Prospectus and “Description of Capital Stock—Share Redemption Program” on pages 174 to 176 of the Prospectus, as well as similar disclosure throughout the Prospectus concerning our share redemption program.

Share Redemption Program

Our shares are currently not listed on a national securities exchange, and we do not know whether they will ever be listed. In order to provide our stockholders with some liquidity, we have adopted a share redemption program which is applicable to all shares of our common stock. As described below, we cannot guarantee that our share redemption program will be available indefinitely. Stockholders who have purchased shares from us or received their shares through a non-cash transaction, not in the secondary market, may receive the benefit of limited liquidity by presenting for repurchase to us all or a portion of those shares, in accordance with the procedures outlined herein and subject to the limitations and restrictions of the program described below. There is no fee payable to our Advisor, our sponsor, our board of directors or any other party in connection with the repurchase of shares pursuant to our share redemption program.

Subject to the limitations of and restrictions on the program, and subject to funds being available as described below, shares redeemed under the share redemption program will be redeemed at a price equal to the transaction price, which generally will be equal to the most recently determined NAV per share applicable to the class of shares being redeemed and most recently disclosed by us in a public filing with the SEC (subject to the 5% holding discount described below). Under our share redemption program, we may redeem during any calendar month common shares (including IPO Shares) whose aggregate value (based on the transaction price per share in effect when the redemption is effected) is 2% of our aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the transaction price per share in effect when the redemption is effected) is up to 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter. During a given quarter, if in each of the first two months of such quarter the 2% redemption limit is reached and stockholders’ redemptions are reduced pro rata for such months, then in the third and final month of that quarter, the applicable limit for such month will likely be less than 2% of our aggregate NAV as of the last calendar day of the previous month because the redemptions for that month, combined with the redemptions in the previous two months, cannot exceed 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

There is no minimum holding period for your shares and you can request that we redeem your shares at any time. However, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price (the “5% holding discount”) that would otherwise apply; provided, that, the period that a share was held prior to being converted into a share of another class pursuant to our charter will count toward the total hold period for such share, as converted. Upon request, we may waive the 5% holding discount in the case of death or disability of a stockholder. The 5% holding discount also will be waived with respect to shares issued pursuant to our distribution reinvestment plan and any shares that we issue as stock dividends.

If you would like to request redemption of your shares, you should contact us to receive the required redemption forms and instructions concerning required signatures. Certain broker dealers require that their clients make redemption requests through their broker dealer, so you should contact your broker dealer first if you want to request redemption of your shares. Stockholders may request that we redeem all or any portion of their shares as of the close of business on the last calendar day of each full calendar month (the “Redemption Date”). To have your shares redeemed, redemption requests and required documentation must be received by us in “good order” by 4:00 p.m. Eastern time on the second to last business day of the applicable month. If a redemption request is received after such time, the redemption order will be executed on the next month’s Redemption Date at the transaction price applicable for that Redemption Date (subject to any 5% holding discount), unless such request is withdrawn prior to that Redemption Date. Stockholders will generally have at least 20 business days (from the last business day of the previous month to the second to last business day of the applicable month) during which to decide whether to request the redemption of their shares as of the end of the current month. Stockholders may withdraw their redemption requests before they have been processed by notifying a customer service representative available on our toll-free information line at (888) 220 – 6121 before 4:00 p.m. Eastern time on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days after the Redemption Date.

calendar day of each month. The transaction price per share will be posted on the Company’s website (https://www.hinessecurities.com/hgit/) promptly after it becomes available and will also be available through our toll-free information line at (888) 220 – 6121. Under normal circumstances, we expect to fulfill redemption requests, subject to the 2% monthly and 5% quarterly limitations. In certain circumstances stockholders may make a redemption request for a particular Redemption Date before the transaction price is made available; however, the transaction price will be made available for a period of at least 10 business days ending on or before the second to last business day of each month and, as result, all stockholders will have at least a ten business day period to consider the transaction price before the deadline to submit or withdraw a redemption request (the first day of the ten business day period is the day the transaction price is made available and the tenth business day of the period is the deadline to submit or withdraw a redemption request (the second to last business day of the month)).

We may redeem fewer shares than have been requested to be redeemed in any particular month, or none at all, in our discretion, including due to the lack of readily available funds because of market conditions, the need to maintain liquidity for operations or because our board of directors has determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares; subject to the policy described below which will apply if, during any consecutive 24-month period, we do not have at least one month in which we fully satisfy 100% of properly submitted redemption requests or accept all properly submitted tenders in a self-tender offer for our shares. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month, shares submitted for redemption during such month will be redeemed on a pro rata basis. The portion of any unfulfilled redemption requests due to any of the limitations described above must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable. Any determination to redeem fewer shares than have been requested to be redeemed may be made immediately prior to the applicable redemption date (the last calendar day of the month), and will be disclosed subsequently to prospective investors and stockholders in periodic prospectus supplements and/or reports filed by us, or more frequently as required by applicable securities laws.

Unless our board of directors determines otherwise, we intend to fund redemptions pursuant to our share redemption program from any available cash sources at our disposal, including available cash, cash flow from operations, the sale of real estate-related securities and other assets, borrowings or offering proceeds, without any limitation on the amounts we may pay from such sources. If during any consecutive 24-month period, we do not have at least one month in which we fully satisfy 100% of properly submitted redemption requests or accept all properly submitted tenders in a self-tender offer for our shares, we will not make any new investments (excluding short-term cash management investments under 30 days in duration) and we will use all available investable assets to satisfy redemption requests (subject to the limitations under this program) until all outstanding redemption requests, or “Unfulfilled Redemptions,” have been satisfied. For purposes of this policy, investable assets include net proceeds from new subscription agreements, unrestricted cash, working capital, proceeds from marketable securities, proceeds from our distribution reinvestment plan, and net operating cash flows. Notwithstanding this policy, investable assets may be used at any time to fund any of our operating cash needs (as well as to establish reserves to meet such needs), including, without limitation, the following: property operating expenses, taxes and insurance, debt service and repayment or refinancing of debt, debt financing expenses, funding commitments related to real estate, including without limitation, commitments to acquire new real estate investments (provided such commitments were made at least twelve (12) months prior to the end of such 24-consecutive-month period), obligations imposed by law, courts, or arbitration, necessary capital improvements, lease-related expenditures, customary general and administrative expenses, asset management fees and other fees payable to our Advisor as described in the prospectus, or shareholder distributions. Our Advisor also will defer payment of the performance participation allocation until all Unfulfilled Redemptions are satisfied. Furthermore, our board of directors and management will consider additional ways to improve shareholder liquidity through our share redemption program or otherwise. Exceptions to the limitations of this paragraph may be made to complete like-kind exchanges under Section 1031 of the Code necessary to avoid adverse tax consequences, or to take actions necessary to maintain our qualification as a REIT under the Code.

Our board of directors has complete discretion to determine whether all available cash sources at our disposal will be applied to redemptions pursuant to the program, whether such funds are needed for other purposes or whether additional funds from other sources may be used for redemptions pursuant to the program. Please see “Risk Factors—Risks Related to Our Business in General—Our success will be dependent on the performance of Hines as well as key employees of Hines. Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years and there is a risk that we may experience similar adverse developments. Adverse changes in affiliated programs could also adversely affect our ability to raise capital” for information regarding the previous suspension of the share redemption program of Hines REIT.

changes, changes in law or if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are redeemed. Material modifications, including any reduction to the monthly or quarterly limitations on redemptions, and suspensions of the program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current report on Form 8-K filed with the SEC. Any material modifications will also be disclosed on our website. Please see “Risk Factors—Risks Related to Investing in this Offering—Your ability to have your shares redeemed is limited under our share redemption program. If you are able to have your shares redeemed, it may be at a price that is less than the price you paid for the shares and the then-current market value of the shares” and “Risk Factors—Risks Related to Investing in this Offering—We offer a share redemption program for you if you are seeking liquidity of your shares. However, there is no public market for our common shares; therefore, it will be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a discount to the price you paid.”

Any new transaction price may be higher or lower than the most recently disclosed transaction price. The transaction price is not a representation, warranty or guarantee that (i) a stockholder would be able to realize such per share amount if such stockholder attempts to sell his or her shares; (ii) a stockholder would ultimately realize distributions per share equal to such per share amount upon our liquidation or sale; (iii) shares of our common stock would trade at such per share amount on a national securities exchange; or (iv) a third party would offer such per share amount in an arm’s-length transaction to purchase all or substantially all of our shares of common stock.

Stockholders will not relinquish their shares until we redeem them. The shares we redeem under our share redemption program will be canceled and will have the status of authorized but unissued shares. We will not resell such shares to the public unless such shares are first registered with the SEC under the Securities Act and under appropriate state securities laws or are exempt under such laws.

For the year ended December 31, 2017 and the nine months ended September 30, 2018, we redeemed 2.1 million shares for an aggregate redemption price of $20.3 million and 0.9 million shares for an aggregate redemption price of $8.5 million, respectively, with an average redemption price per share of $9.68 and $9.81, respectively, primarily using proceeds from our distribution reinvestment plan. We redeemed all eligible redemption requests submitted for both periods.

K. Update to the Risk Factors Section

1.The following risk factor is hereby added to the section of the Prospectus titled “Risk Factors—Risks Related to Investing in This Offering” beginning on page 36:

In order to provide liquidity to fund redemptions, we may maintain an allocation to a number of sources of liquidity including cash, cash equivalents, other short-term investments, liquid real estate-related securities and borrowing capacity under lines of credit or other debt of up to 20% of our equity. These measures may result in lower returns to you.

Although the majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, in order to provide liquidity to fund redemptions, we may maintain, under normal operating circumstances and subject to any limitations and requirements relating to our qualification as a REIT, an aggregate allocation to, cash, cash equivalents, short-term investments, liquid real estate-related securities and borrowing capacity under lines of credit or other debt of up to 20% of our equity. Our allocation of a portion of our equity to liquid investments may result in lower returns than if we had invested in additional properties and using borrowings for redemptions will reduce the funds available to retire debt or acquire additional properties, which may result in reduced profitability and restrict our ability to grow our NAV.

2.The following risk factor is hereby added to the section of the Prospectus titled “Risk Factors—Risks Related to Our Business in General” beginning on page 44:

Our share redemption program requires that we follow certain restrictive procedures with respect to new investments if, during any consecutive 24-month period, we do not have at least one month in which we fully satisfy 100% of properly submitted redemption requests or accept all properly submitted tenders in a self-tender offer for our shares, which may adversely affect our flexibility and our ability to achieve our investment objectives.

Subject to certain exceptions, our share redemption program generally requires that if, during any consecutive 24-month period, we do not have at least one month in which we fully satisfy 100% of properly submitted redemption requests or accept all properly submitted tenders in a self-tender offer for our shares, we will not make any new investments (excluding short-term cash management investments under 30 days in duration) and we will use all available investable assets to satisfy redemption requests (subject to the limitations under this program) until all

outstanding redemption requests have been satisfied. If triggered, this requirement may prevent us from pursuing potentially accretive investment opportunities and may keep us from fully realizing our investment objectives. In addition, this requirement may limit our ability to pay distributions to our stockholders.

3.The tenth risk factor in the section of the Prospectus titled “Risk Factors—Risks Related to Our Business in General” on page 47 is hereby deleted in its entirety and replaced with the following:

We may acquire various financial instruments for purposes of “hedging” or reducing our risks, which may be costly and ineffective and may reduce our cash available for distribution to you.

We may enter into currency rate swaps and caps, or similar hedging or derivative transactions or arrangements, in order to manage or mitigate our risk of exposure to the effects of currency changes as a result of our international investments. Similarly, we may enter into interest rate swaps and caps, or similar hedging or derivative transactions or arrangements, in order to manage or mitigate our risk of exposure to the effects of interest rate changes due to variable interest rate debt that we may have. These transactions may cause us to incur additional costs and may not be effective. In addition, because the performance participation allocation payable to our Advisor is calculated based in part on an increase in our NAV, our Advisor may face a conflict of interest from time to time when determining whether to recommend a hedging or derivative transaction. For example, our Advisor may be incentivized to recommend a riskier hedging or derivative transaction than it would otherwise recommend because it may materially increase the probability that our Advisor will receive the performance participation allocation or our Advisor may oppose a transaction that may otherwise benefit the Company because executing the transaction may make it more likely that our Advisor will not earn the performance participation allocation.

4.The second paragraph in response to the risk factor titled, “We are different in some respects from other investment vehicles sponsored by Hines, and therefore the past performance of such investments may not be indicative of our future results. In addition, Hines has limited experience in acquiring and operating certain types of real estate investments that we may acquire,” beginning on page 47 of the Prospectus is hereby deleted and replaced in its entirety with the following:

The past performance of other investment vehicles sponsored by Hines or its affiliates may not be indicative of our future results, and we may not be able to successfully operate our business and implement our investment strategy, which may be different in a number of respects from the operations previously conducted by Hines. In addition, Hines has limited experience in acquiring and operating certain types of real estate investments that we may acquire. For example, a significant amount of real estate investments that have been made by Hines’ other investment vehicles have consisted of acquisitions and development of office or industrial properties or land. Therefore, we will need to use third parties to source or manage investments in which Hines has limited experience. As described in “Investment Objectives and Policies with Respect to Certain Activities—Acquisition and Investment Policies,” although we primarily expect to invest in real properties, to a lesser extent, we plan to invest in real estate-related securities to provide a source of liquidity for our share redemption program, cash management and other purposes. Hines has limited experience in sourcing and managing investments in real estate-related securities, so we have engaged a third party to source and manage our real estate-related securities investments, subject to investment guidelines approved by our board of directors, including a majority of our independent directors. In addition, a significant portion of Hines’ other programs and investments involve development projects. Although we are able to invest in development projects, we do not anticipate that a significant portion of the proceeds from this offering will be invested in development projects. As a result of all of these factors, you should not rely on the past performance of other investment vehicles sponsored by Hines and its affiliates to predict, or as an indication of, our future performance.

5.The following risk factors are hereby included immediately preceding the risk factor titled, “Our success will be dependent on the performance of Hines as well as key employees of Hines. Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years and there is a risk that we may experience similar adverse developments. Adverse changes in affiliated programs could also adversely affect our ability to raise capital,” beginning on page 48 of the Prospectus:

We have engaged a third party to source and manage our investments in real estate-related securities. We will rely on the ability of this third party investment manager to implement our real estate-related securities investment strategy.

We have engaged a third party investment manager to implement our real estate-related securities investment strategy. The investment manager has and will continue to have substantial discretion, subject to investment guidelines approved by our board of directors, including a majority of our independent directors, to make decisions related to the acquisition, management and disposition of real estate-related securities. You will have no opportunity to evaluate the

terms of transactions or other economic or financial data concerning our investments in real estate-related securities. If the investment manager does not succeed in implementing the liquid investments portion of our investment strategy, our performance will suffer. If the investment manager is unable to successfully implement our real estate-related securities investment strategy, our results of operations may be adversely impacted and we may not have sufficient liquidity available under our share redemption program. In addition, even though we have the ability to terminate the investment manager on thirty days’ notice, it may be difficult to replace the investment manager.

Our board of directors generally will not approve, in advance, the acquisition and disposition decisions made with respect to our investments in real estate-related securities.

Our board of directors, including a majority of our independent directors, has approved investment guidelines that delegate to our third party investment manager the authority to purchase and sell real estate-related securities, provided that such investments are consistent with our investment guidelines. As a result, the third party investment manager has substantial discretion to make investment decisions with respect to real estate-related securities, within the parameters established by our investment guidelines. We do not expect that our board of directors will review, in advance, the investment decisions made by the investment manager, but rather, we expect that our board of directors will review our investment guidelines on an annual basis and our portfolio of real estate-related securities investments on a quarterly basis or, in each case, as often as the board of directors deems appropriate. Although our board of directors is expected to conduct these periodic reviews, any investment entered into on our behalf by the investment manager may be impossible to unwind if our board of directors deems the investment inconsistent with our investment guidelines when it is subsequently reviewed by our board of directors, such that our only option may be to dispose of the investment, which may be at a loss.

6.The sixth risk factor in the section of the Prospectus titled “Risk Factors—Risks Related to Potential Conflicts of Interest” beginning on page 73 is hereby deleted in its entirety and replaced with the following:

Our Advisor’s asset management fee and the performance participation allocation may not create proper incentives or may induce our Advisor and its affiliates to make certain investments, including speculative investments, that increase the risk of our real estate portfolio.

We pay our Advisor an asset management fee regardless of the performance of our portfolio. Our Advisor’s entitlement to an asset management fee, which is not based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. We may be required to pay our Advisor an asset management fee in a particular period despite experiencing a net loss or a decline in the value of our portfolio during that period.

The existence of the 12.5% performance participation interest in our Operating Partnership to which our Advisor is entitled, which is based on our total distributions plus the change in NAV per share, may create an incentive for our Advisor to make riskier or more speculative investments on our behalf than it would otherwise make in the absence of such performance-based compensation. For example, our Advisor may be incentivized to recommend a riskier hedging or derivative transaction than it would otherwise recommend because it may materially increase the probability that our Advisor will receive the performance participation allocation or our Advisor may oppose a hedging or derivative transaction that may otherwise benefit the Company because executing the transaction may make it more likely that our Advisor will not earn the performance participation allocation. In addition, the change in NAV per share will be based on the value of our investments on the applicable measurement dates and not on realized gains or losses. As a result, our Advisor may receive distributions based on unrealized gains in certain assets at the time of such distributions and such gains ultimately may not be realized when those assets are eventually disposed of.

L. Update to the Management Section

1. The paragraph in the section of the Prospectus titled “Management—Our Advisor and Our Advisory Agreement—Term of our Advisory Agreement” beginning on page 10 is hereby deleted in its entirety and replaced with the following:

Our Advisory Agreement has a term of one year. The current term of our Advisory Agreement will end on December 31, 2019 and our Advisory Agreement may be renewed for an unlimited number of successive one-year periods upon the mutual consent of the parties.

2. The following sub-section is hereby included immediately preceding the sub-section titled, “Hines and Our Property Management, Leasing and Other Services,” beginning on page 103 of the Prospectus:

Investments in Real Estate-Related Securities

We have entered into an agreement with Security Capital Research & Management Incorporated (“Security Capital”), a third party investment manager, to manage our investments in real estate-related equity or debt securities consistent with our investment strategy. See “Investment Objectives and Policies with Respect to Certain Activities—Acquisition and Investment Policies” for a description of our real estate-related securities investment strategy. In its capacity as a fiduciary to the Company, Security Capital will provide services related to the acquisition, management and disposition of our real estate-related securities investments in accordance with our investment guidelines, which have been approved by our board of directors, including a majority of our independent directors. Our agreement with Security Capital may be terminated by us or Security Capital upon providing at least thirty days’ written notice prior to the date on which such termination is to become effective. We will pay an annual fee to Security Capital for providing these services. We have entered into an agreement with our Advisor pursuant to which the amount of the asset management fees payable to our Advisor that are allocable to our investments in real estate-related securities for a particular period will be reduced by the amount of fees that we pay to Security Capital for such period. Security Capital also will be reimbursed for expenses incurred on our behalf. We have agreed to limit liability to Security Capital as to any expenses, losses, damages, liabilities, charges, and claims of any kind or nature whatsoever arising out of its performance of its obligations under the investment management agreement, except in the case where the proximate cause is judicially determined to be the intentional act, gross negligence or willful misconduct of Security Capital.

M. Update to the Our Real Estate Investments Section

1.The disclosure on pages 125 to 128 immediately preceding the section of the Prospectus titled “Our Real Estate Investments—Significant Investments” is hereby deleted and replaced in its entirety with the following:

As of December 1, 2018, we owned interests in nine real estate investments. The table below provides information regarding these investments.



Property	Location	Investment Type	Date Acquired/ Net Purchase Price (in millions)⁽¹⁾	Estimated Going-in Capitalization Rate⁽²⁾		Leasable Square Feet	Percent Leased⁽³⁾
Bishop’s Square	Dublin, Ireland	Office	3/2015; $103.2	6.1	%	153,387	89	%
Domain Apartments⁽⁴⁾	Las Vegas, Nevada	Residential/Living	1/2016; $58.1	5.5	%	331,038	98	%
Cottonwood Corporate Center	Salt Lake City, Utah	Office	7/2016; $139.2	6.9	%	490,030	99	%
Goodyear Crossing II	Phoenix, Arizona	Industrial	8/2016; $56.2	8.5	%	820,384	100	%
Rookwood	Cincinnati, Ohio	Retail	1/2017; $193.7	6.0	%	573,991	98	%
Montrose Student Residences⁽⁵⁾	Dublin, Ireland	Residential/Living	3/2017; $40.6	5.5	%	53,827	100	%
Queen's Court Student Residences⁽⁶⁾	Reading, United Kingdom	Residential/Living	10/2017; $65.3	6.2	%	79,115	92	%
Venue Museum District⁽⁷⁾	Houston, Texas	Residential/Living	9/2018; $73.2	3.9	%	294,964	92	%
Fresh Park Venlo	Venlo, The Netherlands	Industrial	10/2018; $136.3	6.7	%	2,863,628	95	%
Total for All Investments						2,501,772	96	%

______________


(1)	For acquisitions denominated in a foreign currency, amounts have been translated to U.S. dollars at a rate based on the exchange rate in effect on the acquisition date.


(2)	The estimated going-in capitalization rate is determined as of the date of acquisition by dividing the projected property revenues in excess of expenses for the first fiscal year by the net purchase price (excluding closing costs and taxes). Property revenues in excess of expenses includes all projected operating revenues (rental income, tenant reimbursements,

parking and any other property-related income) less all projected operating expenses (property operating and maintenance expenses, property taxes, insurance and property management fees). The projected property revenues in excess of expenses includes assumptions which may not be indicative of the actual future performance of the property, including the assumption that the tenants will perform under their lease agreements during the 12 months following our acquisition of the properties.


(3)	Represents the amount of square feet leased as of September 30, 2018 for properties acquired prior to September 30, 2018 and as of the date of acquisition with respect to Fresh Park Venlo, which was acquired on October 5, 2018.


(4)	The Domain Apartments consist of 308 units with an average effective monthly rental rate of $1,253 per unit as of September 30, 2018.


(5)	The Montrose Student Residences consist of 210 beds with an average effective weekly rental rate of €294 (approximately $341 assuming a rate of $1.16 per EUR as of September 30, 2018) per bed.


(6)	The Queen’s Court Student Residences consist of 395 beds with an average effective weekly rental rate of £201 (approximately $261 assuming a rate of $1.30 per GBP as of September 30, 2018) per bed.


(7)	Venue Museum District consists of 224 units with an average effective monthly rental rate of $2,354 per unit as of September 30, 2018.

Lease Expirations

The following table lists the scheduled lease expirations and related expiring base rents of our commercial properties for the period from October 1, 2018 through December 31, 2018 and for each of the years ending December 31, 2019 through December 31, 2027 and the period thereafter for the commercial properties we owned as of September 30, 2018, as well as for Fresh Park Venlo, which was acquired on October 5, 2018. It does not include the effect of our residential/living or student housing properties. The table also shows the approximate leasable square feet represented by the applicable lease expirations.



Leasable Area
Year	Number of Leases	Approximate Square Feet	Percent of Total Leasable Area		Annual Base Rental Income of Expiring Leases		Percent of Total Annual Base Rental Income
Vacant	—	168,653	3.4	%	$	—	—	%
October 1, 2018 through December 31, 2018	21	210,716	4.3	%	$	1,172,508	2.2	%
2019	38	1,626,009	33.1	%	$	10,105,087	19.3	%
2020	33	1,027,464	20.9	%	$	8,152,993	15.6	%
2021	17	381,751	7.8	%	$	8,016,804	15.3	%
2022	15	113,887	2.3	%	$	2,874,539	5.5	%
2023	17	174,230	3.6	%	$	2,905,141	5.6	%
2024	9	129,048	2.6	%	$	3,623,641	6.9	%
2025	6	63,431	1.3	%	$	812,797	1.6	%
2026	5	199,719	4.1	%	$	2,152,485	4.1	%
2027	1	2,270	0.0	%	$	78,556	0.2	%
Thereafter	13	808,051	16.5	%	$	12,358,415	23.7	%

Investment Type

Our portfolio is comprised of investments in a variety of real estate asset classes, including retail, office, industrial and multi-family properties. The following chart depicts the percentage of our portfolio’s investment types based on the estimated value of each real estate investment as of September 30, 2018 (“Estimated Values”), which are consistent with the values used to determine our net asset value per share on that date, for properties acquired prior to September 30, 2018 and as of the date of acquisition with respect to Fresh Park Venlo, which was acquired on October 5, 2018.

Market Concentration

The following charts depict the location of our real estate investments as of September 30, 2018 and also includes the effect of the acquisition of Fresh Park Venlo, which was acquired on October 5, 2018. Approximately 56% of our portfolio is located throughout the United States and approximately 44% is located internationally, based on the Estimated Values, and including the effect of the acquisition of Fresh Park Venlo.

Industry Concentration

The following table provides a summary of the industry concentration of the tenants in our five commercial properties based on their square footage as of September 30, 2018 for properties acquired prior to September 30, 2018 and as of the date of acquisition with respect to Fresh Park Venlo, which was acquired on October 5, 2018:


*	Other is made up of industries which are individually less than 3% or our portfolio and includes: Administrative and Support Services, Construction, Finance and Insurance, Government, Oil and Gas, Real Estate, Hospitality, Other Professional Services, and Other Services.

2.The following disclosure is hereby included immediately preceding the section of the Prospectus titled “Our Real Estate Investments—Our Permanent Debt” beginning on page 133:

Fresh Park Venlo

On October 5, 2018, we acquired, through a subsidiary of the Operating Partnership, Fresh Park Venlo, a specialized logistics park located in Venlo, the Netherlands. The seller, Fresh Park Venlo B.V., is not affiliated with us or our affiliates. Fresh Park Venlo is comprised of 23 buildings constructed between 1960 and 2018, and consists of 2.9 million square feet of net rentable area that is, in the aggregate, 95% leased to more than 60 tenants.

Two of these tenants individually lease more than 10% of the net rentable area of the complex, as described below:


•	Intratuin Holding B.V., a gardening supplier, leases 669,536 square feet or approximately 23% of the park’s net rentable area, under a lease that expires in December 2020. The annual base rent under the lease is currently €2.2 million ($2.6 million assuming a rate of $1.16 per EUR as of the acquisition date).


•	Royal ZON Fruit & Vegetables, a farming co-op, leases 312,605 square feet or approximately 11% of the park’s net rentable area, under a lease that expires in September 2033. The annual base rent under the lease is currently €1.1 million ($1.3 million assuming a rate of $1.16 per EUR as of the acquisition date).

The purchase price for Fresh Park Venlo was €117.5 million (approximately $136.3 million assuming a rate of $1.16 per EUR on the date of the transaction), exclusive of transaction costs and working capital reserves. We funded the acquisition using proceeds from this offering, an advance under the Hines Credit Facility, and a €75.0 million (approximately $87.0 million assuming a rate of $1.16 per EUR on the date of the transaction) facility agreement (described below under “Our Permanent Debt”).

The estimated going-in capitalization rate for Fresh Park Venlo is approximately 6.7%. The estimated going-in capitalization rate is determined by dividing the projected property revenues in excess of expenses for the first fiscal year by the net purchase price (excluding closing costs and taxes). Property revenues in excess of expenses includes all projected operating revenues (rental income, tenant reimbursements, parking and any other property-related income) less all projected operating expenses (property operating and maintenance expenses, property taxes, insurance and property management fees). The projected property revenues in excess of expenses includes assumptions which may not be indicative of the actual future performance of the property, including the assumption that the current tenants will perform under their lease agreements during the next 12 months and assumptions related to leasing vacant space.

The following table shows the weighted average occupancy rate, expressed as a percentage of net rentable square feet, and the average effective annual net rent per leased square foot, for Fresh Park Venlo during the past five years ended December 31:



Year	Weighted Average Occupancy		Average Effective Annual Net Rent per Leased Sq. Ft.⁽¹⁾
Year	Weighted Average Occupancy		Euro		USD
2013	92	%	€	3.82	$	4.81
2014	92	%	€	3.94	$	5.24
2015	96	%	€	3.97	$	4.41
2016	94	%	€	4.11	$	4.55
2017	88	%	€	4.39	$	4.96


(1)	Average effective annual net rent per leased square foot for each year is calculated by dividing such year’s accrual basis total rent revenue (excluding operating expense recoveries) by the weighted average square footage under lease during such year. All EUR amounts were translated to USD using the corresponding yearly average exchange rate.

The following table lists, on an aggregate basis, the approximate leasable square feet for all of the scheduled lease expirations for the period from September 30, 2018 through December 31, 2018 and for each of the years ending December 31, 2019 through December 31, 2027 and the period thereafter for Fresh Park Venlo:



Year	Number of Leases	Approximate Square Feet	Percent of Total Leasable Area		Annual Base Rental Income of Expiring Leases⁽¹⁾		% of Total Annual Base Rental Income
Vacant	—	134,590	4.7	%	$	—	—	%
2018	13	188,695	6.6	%	$	551,231	4.1	%
2019	24	724,573	25.3	%	$	3,148,174	23.6	%
2020	13	849,867	29.7	%	$	3,555,180	26.7	%
2021	4	134,643	4.7	%	$	801,567	6.0	%
2022	2	33,781	1.2	%	$	226,231	1.7	%
2023	4	45,662	1.6	%	$	286,663	2.2	%
2024	—	—	—	%	$	—	—	%
2025	1	44,014	1.5	%	$	217,512	1.6	%
2026	1	175,689	6.1	%	$	1,377,307	10.3	%
2027	—	—	—	%	$	—	—	%
Thereafter	5	532,117	18.6	%	$	3,164,570	23.8	%


(1)	Assuming an exchange rate of $1.16 per EUR based on the exchange rate in effect as of the date of the transaction.

3.The disclosure under the caption “Hines Credit Facility” on page 135 of the Prospectus is hereby deleted and replaced in its entirety with the following:

Fresh Park Venlo

On October 3, 2018, we, through a wholly-owned subsidiary of the Operating Partnership, entered into a facility agreement (the "Fresh Park Venlo Facility") with Deutsche Pfandbriefbank AG (“PBB”), as lender, and HGIT Fresh Park Venlo Holdings LLC and HGIT Fresh Park Partner LLC, as guarantors, to fund the acquisition of Fresh Park Venlo. The Fresh Park Venlo Facility is for the principal sum of approximately €75.0 million (approximately $87.0 million assuming a rate of $1.16 per EUR on the date of the transaction). Interest accrued on the Fresh Park Venlo Facility is due and payable quarterly on the fifteenth day of February, May, August, and November in each year, with the first interest payment date being November 15, 2018. The Fresh Park Venlo Facility has a floating interest rate of Euribor + 1.50% per annum. Repayment of principal is due upon the maturity of the Fresh Park Venlo Facility on August 15, 2023. In accordance with the terms of the Fresh Park Venlo Facility, we entered into a €52.5 million (approximately $60.9 million assuming a rate of $1.16 per EUR as of the transaction date) interest rate cap at 2% to limit exposure to interest rate fluctuations, which expires on August 15, 2023.

The Fresh Park Venlo Facility may be prepaid at any time, beginning ten business days after the date of the Fresh Park Venlo Facility, subject to certain prepayment fees and conditions, including but not limited to providing not less than 5 days’ advance written notice to PBB.

The Fresh Park Venlo Facility contains various customary events of default, with corresponding grace periods, including, without limitation, payment defaults and bankruptcy defaults. The Fresh Park Venlo Facility also contains customary financial and other covenants, including, without limitation, covenants regarding the debt yield, failure to maintain a property management agreement and other customary covenants which are more fully described therein. Upon the occurrence of any default, PBB may declare all sums owed under the Fresh Park Venlo Facility immediately due and payable.

Hines Credit Facility

On October 2, 2017, the Operating Partnership entered into an uncommitted loan agreement (the “Hines Credit Facility”) with Hines for a maximum principal amount of $240.0 million. On November 30, 2017, the Operating Partnership amended the Hines Credit Facility to reduce the maximum principal amount to $75.0 million and further amended it in December 2018 to extend the maturity date as described below. Interest on each advance under the Hines Credit Facility is charged monthly at a variable rate, which is (i) Hines’ then-current borrowing rate under its revolving credit facility or (ii) if the Operating Partnership enters into a revolving credit facility, the rate under such facility. Each advance under the Hines Credit Facility must be repaid within six months, subject to one six-month extension at the option of the Operating Partnership and subject to the satisfaction of certain conditions. Effective as of December 13, 2018, the Hines Credit Facility will terminate on the earlier of (a) the termination of the availability period as determined by Hines at its discretion (which will not impact the maturity date of any outstanding or previously approved advance under the loan agreement); (b) December 31, 2019; and (c) the date Hines accelerates the repayment of the loan agreement pursuant to any event of default. As of December 1, 2018, we had $65.0 million outstanding under the Hines Credit Facility.

Notwithstanding that each advance under the Hines Credit Facility matures six months after it is made, the Operating Partnership is required to repay each advance with any capital raised, unless the Operating Partnership enters into a revolving credit facility (the “OP Facility”), at which point the Operating Partnership may use such proceeds from its public offering to repay the OP Facility, if any, prior to repaying any advances under the Hines Credit Facility. The Hines Credit Facility also permits voluntary prepayment of principal and accrued interest.

The Hines Credit Facility requires the maintenance of certain financial covenants beginning the earlier of (a) September 30, 2018 or (b) the effective date of the OP Facility, if any, which includes covenants concerning indebtedness to total asset value. In addition, the Hines Credit Facility contains customary affirmative and negative covenants, which, among other things, prohibit us and the Operating Partnership from: (i) merging with other companies or changing ownership interest; (ii) selling all or substantially all of our assets or properties; and (iii) if in default under the loan agreement, paying distributions to our stockholders other than as required to maintain our status as a real estate investment trust. The Hines Credit Facility also requires us to deliver to Hines certain quarterly and annual financial information.

N. Update to the Security Ownership of Certain Beneficial Owners and Management Section

The section titled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 136 of the Prospectus is hereby deleted and replaced in its entirety with the following:

The following table shows the number and percentage of our outstanding common shares that were owned as of December 3, 2018 by:


•	persons known to us to beneficially own more than 5% of our common shares;


•	each director and executive officer; and


•	all directors and executive officers as a group.



		Common Shares Beneficially Owned⁽²⁾
Name of Beneficial Owner⁽¹⁾	Position	Number of Common Shares		Percentage of Class
Jeffrey C. Hines	Chairman of the Board	225,008	⁽³⁾⁽⁴⁾	1.1	%
Charles M. Baughn	Director	14,271		*
Sherri W. Schugart	President and Chief Executive Officer	22,168		*
Ryan T. Sims	Chief Financial Officer and Secretary	2,219		*
David L. Steinbach	Chief Investment Officer	5,536		*
Kevin L. McMeans	Asset Management Officer	5,536		*
J. Shea Morgenroth	Chief Accounting Officer and Treasurer	4,510		*
John O. Niemann, Jr.	Independent Director	22,273		*
Humberto “Burt” Cabañas	Independent Director	16,211		*
Dougal A. Cameron	Independent Director	1,023		*
All directors and executive officers as a group		318,755		1.5	%

______________


*	Amount represents less than 1%. All shares described in the table are Class AX Shares.


(1)	The address of each person listed is c/o Hines Global Income Trust, Inc., 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6618.

(2)

For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person is deemed to have “beneficial ownership” of shares of our stock that the person has the right to acquire within 60 days. For purposes of computing the percentage of outstanding shares of our stock held by each person or group of persons named in the table, any shares that such person or persons have the right to acquire within 60 days of December 3, 2018 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other persons. All shares reported in the table are Class AX Shares.


(3)	Includes all common shares owned directly by Hines Global REIT II Investor Limited Partnership. Mr. Hines is deemed to be the beneficial owner of the shares owned by Hines Global REIT II Investor Limited Partnership.

(4)

This amount does not include the (i) 21,111 OP Units in the Operating Partnership held by Hines Global REIT II Associates Limited Partnership and (ii) the Special OP Units owned by our Advisor. Mr. Hines and Gerald D. Hines indirectly own and/or control Hines Global REIT II Associates Limited Partnership and our Advisor. Limited partners in the Operating Partnership may request repurchase of their OP Units for cash or, at our option, common shares on a one-for-one basis, beginning one year after such OP Units were issued. Please see “Management Compensation.” Our Advisor is entitled to distributions from the Operating Partnership under certain circumstances. Please see “The Operating Partnership—Special OP Units” for a description of these distributions.

O. Update to the Investment Objectives and Policies with Respect to Certain Activities Section

1. The sixth paragraph under the caption, “—Acquisition and Investment Policies” on page 144 of the Prospectus is hereby updated and replaced with the following:

We believe that investments in real estate-related securities will help maintain sufficient liquidity to satisfy monthly redemption requests under our share redemption program. Our real estate-related securities strategy is designed to generate current income while also seeking attractive investment returns. We may invest in a number of sources of liquidity, including liquid securities of other real estate entities and debt related to properties such as mortgages, mezzanine loans, B-notes, bridge loans, construction loans, securitized debt, cash, cash equivalents and other short-term investments. We may maintain, under

normal circumstances and subject to any limitations and requirements relating to our qualification as a REIT, an aggregate allocation to cash, cash equivalents, short-term investments, liquid real estate-related securities and borrowing capacity under lines of credit or other debt of up to 20% of our equity. Notwithstanding our intention to allocate up to 20% of our equity to cash-related liquidity investments, the actual allocation percentage may from time to time be higher or lower due to factors such as real estate market conditions, the amount of proceeds we raise in this offering, increased redemption requests, the availability and relative attractiveness of other investment opportunities, an increase in anticipated cash requirements, or other circumstances existing at the time we are making investments, subject to any limitations or requirements relating to our qualification as a REIT. With respect to investments in real estate-related securities and other securities, while our primary goal in making such investments is to preserve liquidity in support of our share redemption program, in the future we may change our objectives with respect to investments in real estate-related securities.

2. The paragraph under the caption, “—Borrowing Policies” on page 152 of the Prospectus is hereby updated and replaced with the following:

We may incur indebtedness in the form of bank borrowings, purchase money obligations to the sellers of properties and publicly or privately placed debt instruments or financing from institutional investors or other lenders. Our indebtedness may be secured or unsecured. Security may be in the form of mortgages or other interests in our properties; equity interests in entities which own our properties or investments; cash or cash equivalents; securities; letters of credit; guarantees or a security interest in one or more of our other assets. We may use borrowing proceeds to finance acquisitions of new properties, make other real estate investments, make payments to our Advisor, pay for capital improvements, repairs or tenant buildouts, refinance existing indebtedness, pay distributions or provide working capital. In addition, in order to provide liquidity to fund redemptions under our share redemption program, we may maintain borrowing capacity under lines of credit or other debt. The form of our indebtedness may be long-term or short-term debt or in the form of a revolving credit facility.

P. Update to the Selected Financial Data Section

The disclosure under “Selected Financial Data” on page 159 of the Prospectus is hereby deleted and replaced in its entirety with the following:

The following selected consolidated financial data is qualified by reference to and should be read in conjunction with our Consolidated Financial Statements and Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2018 and our Audited Consolidated Financial Statements and the Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, both incorporated by reference into this Prospectus.

Because we are currently in the acquisition phase of our life cycle, changes in our results of operations are primarily due to the acquisition of properties.



	Nine Months Ended September 30,							Year ended December 31,
	2018			2017				2017				2016				2015				2014				2013 ⁽¹⁾
	(in thousands, except per share amounts)
Operating Data:
Revenues	$	48,581		$	43,633			$	59,724			$	24,349			$	9,410			$	94			$	—
Depreciation and amortization	$	21,249		$	22,108			$	29,687			$	15,372			$	4,207			$	49			$	—
Asset management and acquisition fees	$	3,674		$	8,890			$	11,681			$	6,645			$	2,640			$	570			$	—
General and administrative expenses	$	2,275		$	2065			$	2,803			$	2,044			$	1,546			$	556			$	—
Net income (loss)	$	7,185		$	(12,899	)		$	(17,186	)		$	(11,341	)		$	(5,638	)		$	(1,328	)		$	—
Net income (loss) attributable to common stockholders	$	7,175		$	(12,908	)		$	(17,198	)		$	(11,353	)		$	(5,650	)		$	(1,141	)		$	—
Basic and diluted income (loss) per common share	$	0.18		$	(0.38	)		$	(0.48	)		$	(0.62	)		$	(1.06	)		$	(14.63	)		$	—
Cash distributions declared per Class AX Share	$	0.46		$	0.45			$	0.60			$	0.58			$	0.57			$	0.15			$	—
Cash distributions declared per Class TX Share	$	0.38		$	0.37			$	0.50			$	0.49			$	0.17			$	—			$	—
Cash distributions declared per Class IX Share	$	0.44		$	0.24			$	0.39			$	—			$	—			$	—			$	—
Cash distributions declared per Class T Share	$	0.38		$	—			$	—			$	—			$	—			$	—			$	—
Cash distributions declared per Class D Share	$	0.44		$	—			$	—			$	—			$	—			$	—			$	—
Cash distributions declared per Class I Share	$	0.46		$	—			$	—			$	—			$	—			$	—			$	—
Weighted average common shares outstanding - basic and diluted	39,765			34,326				35,808				18,191				5,308				78				1

Balance Sheet Data:
Total investment property	$	618,462		$	504,457			$	572,833			$	283,875			$	72,426			$	21,355			$	—
Cash and cash equivalents	$	92,471		$	54,886			$	18,170			$	98,137			$	17,224			$	2,727			$	200
Total assets	$	821,019		$	672,617			$	709,017			$	470,345			$	149,054			$	28,551			$	200
Long-term obligations	$	419,868	(2)	$	334,698		(3)	$	379,629		(2)	$	258,451		(3)	$	59,700		(3)	$	24,200		(3)	$	—

______________


(1)	For the period from July 31, 2013 (date of inception) through December 31, 2013 for operating data and as of December 31, 2013 for balance sheet data. We did not have any results of operations for the period ended July 31, 2013 (date of inception) through December 31, 2013.


(2)	Includes notes payable, organization and offering costs reimbursable to our Advisor, and the distribution and stockholder servicing fees payable to our Dealer Manager with respect to certain share classes.


(3)	Includes notes payable, inclusive of the related party obligation for repayment of the Hines Credit Facility, and the distribution and stockholder servicing fees payable to our Dealer Manager with respect to certain share classes.

Funds from Operations

We believe funds from operations (“FFO”) is a meaningful supplemental non-GAAP operating metric. FFO is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and is widely recognized by investors and analysts as one measure of operating performance of a real estate company. FFO excludes items such as real estate depreciation and amortization. Depreciation and amortization, as applied in accordance with GAAP, implicitly assumes that the value of real estate assets diminishes predictably over time and also assumes that such assets are adequately maintained and renovated as required in order to maintain their value. Since real estate values have historically risen or fallen with market conditions such as occupancy rates, rental rates, inflation, interest rates, the business cycle, unemployment and consumer spending, it is management’s view, and we believe the view of many industry investors and analysts, that the presentation of operating results for real estate companies using historical cost accounting alone is insufficient. In addition, FFO excludes gains and losses from the sale of real estate and impairment charges related to depreciable real estate assets and in-substance real estate equity investments, which we believe provides management and investors with a helpful additional measure of the historical performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact on operations from trends in items such as occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs. A property will be evaluated for impairment if events or circumstances indicate that the carrying amount may not be recoverable (i.e. the carrying amount exceeds the total estimated undiscounted future cash flows from the property). Undiscounted future cash flows are based on anticipated operating performance, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows. While impairment charges are excluded from the calculation of FFO as described above, stockholders are cautioned that we may not recover any impairment charges.

FFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. In addition, FFO should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance or as an alternative to cash flows from operating activities as an indication of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO is not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. Please see the limitations listed below associated with the use of FFO:

•

FFO includes costs related to our acquisitions, including acquisition fees payable to our Advisor. Although these amounts reduced net income for periods prior to January 1, 2018, we generally fund such costs with proceeds from our public offerings and/or acquisition-related indebtedness and do not consider these fees and expenses in the evaluation of our operating performance. In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this guidance on January 1, 2018 and we expect that most of our real estate transactions completed after that date will be accounted for using the asset acquisition guidance and, accordingly, the related acquisition-related expenses and acquisition fees will be treated under a capitalization/depreciation model and will not be expensed. Prior to ASU 2017-01, real estate acquisitions were generally considered business combinations and the acquisition-related expenses and acquisition fees were treated as operating expenses under GAAP.


•	We utilize the definition of FFO as set forth by NAREIT. Our FFO may not be comparable to amounts calculated by other REITs, if they use different approaches.


•	Our business is subject to volatility in the real estate markets and general economic conditions, and adverse changes in those conditions could have a material adverse impact on our business, results of operations and FFO. Accordingly, the predictive nature of FFO is uncertain and past performance may not be indicative of future results.

Neither the SEC, NAREIT nor any regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO. In the future, the SEC, NAREIT or a regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO.

The following section presents our calculation of FFO attributable to common stockholders and provides additional information related to our operations for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016 and the period from inception through September 30, 2018 (in thousands, except per share amounts). As we are in the capital raising and acquisition phase of our operations, FFO is not useful in comparing operations for the periods presented below. We expect revenues and expenses to increase in future periods as we raise additional offering proceeds and use them to make additional real estate investments.



	Nine months ended September 30,						Year ended December 31,						Period from July 31, 2013 (date of inception) through September 30,
	2018			2017			2017			2016			2018
Net income (loss)	$	7,185		$	(12,899	)	$	(17,186	)	$	(11,341	)	$	(28,306	)
Depreciation and amortization ⁽¹⁾	21,249			22,108			29,687			15,372			70,564
Gain on sale of real estate	(14,491		)	—			—			—			(14,491		)
Adjustments for noncontrolling interests⁽²⁾	(13		)	(22		)	(30		)	(23		)	155
Funds From Operations attributable to common stockholders	13,930			9,187			12,471			4,008			27,922
Basic and diluted income (loss) per common share	$	0.18		$	(0.38	)	$	(0.48	)	$	(0.62	)	$	(1.60	)
Funds From Operations attributable to common stockholders per common share	$	0.35		$	0.27		$	0.35		$	0.22		$	1.59
Weighted average shares outstanding	39,765			34,326			35,808			18,191			17,558

______________

Notes to the table:

(1)

Represents the depreciation and amortization of real estate assets. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, we believe that such depreciation and amortization may be of limited relevance in evaluating current operating performance and, as such, these items are excluded from our determination of FFO.


(2)	Includes income attributable to noncontrolling interests and all adjustments to eliminate the noncontrolling interests’ share of the adjustments to convert our net loss to FFO.

Set forth below is additional information, which may be helpful in assessing our operating results:


•	For the nine months ended September 30, 2018, we incurred $1.5 million in distribution and stockholder servicing fees. Total distribution and stockholder servicing fees incurred were $3.5 million from inception through September 30, 2018.


•	For the nine months ended September 30, 2018, we incurred $0.1 million in dead-deal costs. Total acquisition-related costs incurred were $23.3 million from inception through September 30, 2018.

•

As of December 6, 2017, through its ownership of the special limited partner interest in the Operating Partnership, our Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total return. The performance participation allocation accrues monthly and is payable after the completion of each calendar year. See “Management Compensation—Performance Participation Allocation” for additional information regarding the performance participation allocation. We do not consider the performance participation allocation in evaluating our operating performance. For the nine months ended September 30, 2018, we incurred $4.0 million in performance participation allocation fees. Total performance participation allocation fees incurred were $4.3 million from inception through September 30, 2018.

As noted previously, our cash flows from operations have been and may continue to be insufficient to fund distributions to stockholders. We may continue to choose to use proceeds from the sales of assets, proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and/or cash resulting from a waiver or deferral of fees to fund distributions to our stockholders. For example, for the nine months ended September 30, 2018, and the years ended December 31, 2017, 2016 and 2015, respectively, we funded 26%, 56%, 60% and 23% of total distributions with cash flows from financing activities, which may include offering proceeds. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and cash resulting from a waiver or deferral of fees.

From inception through September 30, 2018, we declared $49.5 million of distributions to our stockholders, compared to our total aggregate FFO of $27.9 million and our total aggregate net loss of $28.3 million for that period. We incurred acquisition fees and expenses of $23.3 million from inception through January 1, 2018 (the date we adopted ASU 2017–01) in connection with our real estate investments, which were recorded as reductions to net income (loss) and FFO. For the nine months ended September 30, 2018, we declared $16.7 million of distributions to our stockholders compared to our total aggregate FFO of $13.9 million. For the nine months ended September 30, 2017, we declared $14.1 million of distributions to our stockholders compared to our total aggregate FFO of $9.2 million.

Our Advisor agreed to waive the asset management fee otherwise payable to it pursuant to our Advisory Agreement for the fourth quarter of 2014 and each of the quarters in 2015 and 2016 to the extent that our Modified Funds from Operations (“MFFO”) for each respective quarter, as disclosed in our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, amounted to less than 100% of the aggregate distributions declared for such quarter. Pursuant to this waiver agreement, our Advisor waived $1.3 million, $0.6 million, and $16,000 in asset management fees payable to it during the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. Our Advisor also agreed to waive the asset management fees otherwise payable to it for the quarter ended March 31, 2017 to the extent that our MFFO for such quarter, as reduced to reflect the distribution and stockholder servicing fees payable for such quarter, as disclosed in our Quarterly Report on Form 10-Q, amounted to less than 100% of the aggregate distributions declared to our stockholders for that quarter. Since December 31, 2016, there have been no waivers of the asset management fee. We no longer report MFFO.

Q. Update to the Description of Capital Stock Section

1. The disclosure in the section titled “Description of Capital Stock— Determination of our NAV per share as of June 30, 2018 and May 31, 2018” beginning on page 180 of the Prospectus is hereby deleted and replaced in its entirety with the following:

Determination of our NAV per share as of November 30, 2018 and October 31, 2018

On December 14, 2018, we determined a new NAV per share of our common stock of $9.96 as of November 30, 2018. The new NAV per share represents an increase of 0.2% from the previously determined NAV per share of $9.94 as of October 31, 2018.

Methodology

As described above, we have engaged Altus to assist in the determination of our NAV per share and to provide us with a conclusion with respect to the reasonableness of our NAV per share for each class of share of our common stock. All parties engaged by us in the calculation of our NAV per share, including our Advisor, are subject to the oversight of our valuation committee. Altus concluded that the NAV per share of our common stock as of October 31, 2018 and November 30, 2018, as set forth below, was reasonable.

The aggregate appraised value of our real estate property investments also represents an 9.3% increase when compared to the purchase price of the real estate investments excluding closing costs, transaction fees and additional capital investments since their acquisition. This 9.3% net increase resulted from a 9.5% appreciation in the aggregate appraised values of our real estate investments since their purchase, which includes a 0.2% depreciation resulting from the decreased strength of foreign currency against the U.S dollar.

The table below sets forth the calculation of our NAV per share as of November 30, 2018 and October 31, 2018:



	November 30, 2018						October 31, 2018
	Gross Amount			Per Share			Gross Amount			Per Share
	(in thousands)						(in thousands)
Real estate investments	$	948,366		$	22.34		$	946,893		$	22.72
Other assets	63,804			1.50			56,149			1.35
Debt and other liabilities	(589,284		)	(13.88		)	(588,825		)	(14.13		)
NAV	$	422,886		$	9.96		$	414,217		$	9.94
Shares outstanding	42,469						41,660

Hines Global’s consolidated balance sheet as of November 30, 2018 includes a liability of $7.9 million related to distribution and stockholder servicing fees payable in the future with respect to the Class TX Shares, Class IX Shares, Class T Shares, and Class D Shares outstanding as that date. However, the NAV per share as of November 30, 2018 does not include any liability for distribution and stockholder servicing fees that may become payable after November 30, 2018, since these fees

may not ultimately be paid in certain circumstances, including if Hines Global was liquidated or if there was a listing of our common stock.

The valuations of our real properties as of November 30, 2018 were reviewed by Altus in accordance with our valuation procedures. Certain key assumptions that were used in the discounted cash flow analysis, which were determined by our Advisor and reviewed by Altus, are set forth in the following table based on weighted-averages by property type.



	Office	Industrial	Retail	Residential/Living	Weighted-Average Basis
Capitalization rate	6.10%	5.75%	6.50%	5.98%	6.15%
Discount rate / internal rate of return (“IRR”)	7.01%	7.15%	6.65%	7.81%	7.12%
Average holding period (years)	8.6	10.0	10.0	10.0	9.4

While our board of directors believes that the assumptions used in determining the values of our real estate investments are reasonable, a change in these assumptions would impact the calculation of such values. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties:



Input	Hypothetical Change	Office	Industrial	Retail	Residential/Living	Weighted-Average Values
Capitalization rate⁽¹⁾ (weighted-average)	0.25% decrease	3.06%	3.43%	2.33%	2.25%	2.71%
	0.25% increase	(2.81)%	(3.15)%	(2.15)%	(2.13)%	(2.51)%
Discount rate (weighted-average)	0.25% decrease	1.74%	1.48%	1.88%	2.85%	2.02%
	0.25% increase	(1.70)%	(1.45)%	(1.84)%	(2.85)%	(1.99)%

Set forth below is additional information regarding our NAV per share since February 29, 2016 (the date our board of directors first determined an NAV per share).


(1)	Please see our Annual Reports on Form 10-K for the years ended December 31, 2016 and December 31, 2017 as well as our Current Reports on Form 8-K for additional information concerning the NAV per share determined as of prior dates.


(2)	Our board of directors determined an NAV per share of $9.03 as of February 29, 2016. Prior thereto, $8.92 was considered to be the “net investment value” of our shares, which was equal to the offering price per share of $10.00 in effect at that time, as arbitrarily determined by our board of directors, net of the applicable selling commissions, dealer manager fees and issuer costs.

Limitations of NAV Per Share and Offering Prices Per Share

As with any valuation methodology, the methodology used to determine the NAV per share was based upon a number of assumptions, estimates and judgments that may not be accurate or complete. Further, different parties using different property-specific and general real estate and capital market assumptions, estimates, judgments and standards could derive an NAV per share that could be significantly different from the NAV per share determined by our board of directors. The NAV per share described above is not intended to represent the fair value of our assets less liabilities in accordance with GAAP, and such NAV per share is not a representation, warranty or guarantee that (i) a stockholder would be able to realize the NAV per share if such stockholder attempts to sell his or her shares; (ii) a stockholder would ultimately realize distributions per share equal to the NAV per share upon our liquidation or sale; (iii) shares of our common stock would trade at the NAV per share on a national securities exchange; or (iv) a third party would offer the NAV per share in an arm’s-length transaction to purchase all or substantially all of our shares of common stock. In addition, we can make no claim as to whether the NAV per share will or will not satisfy the applicable annual valuation requirements under ERISA and the Code with respect to employee benefit plans subject to ERISA and other retirement plans or accounts subject to Section 4975 of the Code that have invested in shares of our common stock.

Further, the NAV per share was calculated as of a moment in time, and, although the value of shares of our common stock will fluctuate over time as a result of, among other things, developments related to individual assets, changes in the real estate and capital markets, acquisitions or dispositions of assets, the distribution of proceeds from the sale of real estate to our stockholders and changes in corporate policies such as our distribution level relative to earnings, we do not undertake to update the NAV per share for each such fluctuation. As a result, stockholders should not rely on the NAV per share as an accurate measure of the then-current value of shares of our common stock in making a decision to buy or sell shares of our common stock, including whether to reinvest distributions by participating in our distribution reinvestment plan.

2. The paragraph in the section of the Prospectus titled, “Description of Capital Stock—Determination of the Net Tangible Book Value of Our Shares” on page 182 of the Prospectus is hereby deleted in its entirety and replaced with the following:

Determination of the Net Tangible Book Value of Our Shares

As of September 30, 2018, the net tangible book value per each class of our shares was $6.63. Net tangible book value is a rough approximation of value calculated as total book value of assets minus total liabilities (all of which are adjusted for noncontrolling interests). It assumes that the value of real estate assets diminishes predictably over time as shown through the depreciation and amortization of real estate investments. Real estate values have historically risen or fallen with market conditions. Net tangible book value is used generally as a conservative measure of net worth that we do not believe reflects our estimated value per share. It is not intended to reflect the value of our assets upon an orderly liquidation in accordance with our investment objectives. However, after we begin acquiring real estate assets, net tangible book value will reflect certain dilution in value of our common stock from the issue price as a result of (i) accumulated depreciation and amortization of real estate investments, (ii) the funding of distributions from sources other than our cash flow from operations, if any, and (iii) the fees and expenses paid to our advisor and its affiliates in connection with the advisory services provided to us.

R. Update to the Plan of Distribution Section

1. The section of the Prospectus titled, “Plan of Distribution—Investments through IRA Accounts” beginning on page 195 is hereby deleted in its entirety and replaced with the following:

Investments through IRA Accounts

Certain financial institutions are available to act as an IRA custodian for investors who would like to purchase shares through an IRA. For any accountholder that makes and maintains an investment equal to or greater than $10,000 in shares of our common stock through an IRA for which certain financial institutions serve as custodian, we will pay the base fee for the first calendar year. Beginning on the date that their accounts are established, all investors will be responsible for any other fees applicable to their accounts. Further information about custodial services is available through your broker or through our Dealer Manager. See “Questions and Answers About This Offering-Who can help answer my questions?” for the Dealer Manager’s contact information. We are not affiliated with these financial institutions and we do not control the fees that they charge to their customers. We are solely providing this information as a courtesy to our stockholders and recommend that you consult your own financial and legal advisors before choosing a custodian for your IRA account.

2. The following is added after the last paragraph on page 193 in the section of the Prospectus titled, “Plan of Distribution—Other Compensation” on page 193 of the Prospectus:

Ameriprise Financial and AEIS

We, the Dealer Manager and the Advisor have entered into a selected dealer agreement with Ameriprise Financial Services, Inc., which we refer to as Ameriprise, pursuant to which Ameriprise Financial was appointed as a participating broker dealer to sell our shares in this offering on a “best efforts” basis. In addition, we, the Dealer Manager and the Advisor have entered into a cost reimbursement agreement with American Enterprise Investment Services Inc., which we refer to as AEIS, pursuant to which AEIS will perform certain broker dealer services including, but not limited to, distribution, marketing, administration and stockholder servicing support. Subject to certain limitations set forth in each of the selected dealer agreement and the cost reimbursement agreement, we, the Dealer Manager and the Advisor, jointly and severally, agreed to indemnify Ameriprise and AEIS, and each other person, if any who controls Ameriprise or AEIS within the meaning of Section 15 of the Securities Act, against losses, liability, claims, damages and expenses caused by certain untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in connection with this offering, certain filings with the SEC or certain other public statements, or the breach by us, the Dealer Manager or the Advisor or any employee or agent acting on our or their behalf, of any of the representations, warranties, covenants, terms and conditions of each of the agreements.

S. Update to the Experts Section

The following updates the “Experts” disclosure on page 237 of the Prospectus:

The statements included in this Prospectus under “Description of Capital Stock—Determination of our NAV per share as of November 30, 2018 and October 31, 2018,” relating to the role of Altus as the independent valuation firm, have been reviewed by Altus and are included in this Prospectus given the authority of Altus as an expert in real estate valuations.

The statement of revenues and certain operating expenses of Fresh Park Venlo, a specialized logistics park located in Venlo, the Netherlands, for the year ended December 31, 2017 incorporated by reference from our Current Report on Form 8-K/A filed on December 18, 2018, has been audited by Saville Dodgen & Company PLLC, independent auditors, as stated in their report, which is incorporated herein by reference (which report on the statement of revenues and certain operating expenses expresses an unqualified opinion and includes a matter of emphasis paragraph referring to the purpose of the statement) and is so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

T. Update to the Incorporation by Reference Section

The disclosure under “Incorporation by Reference” on page 237 is hereby deleted and replaced in its entirety with the following:

The SEC’s rules allow us to incorporate by reference certain information into this prospectus. The documents listed below are incorporated by reference into this prospectus, except for any document or portion thereof deemed to be “furnished” and not filed in accordance with SEC rules.

Our Current Reports on Form 8-K, filed January 2, 2018, February 1, 2018, March 1, 2018, March 12, 2018, April 2, 2018, April 16, 2018, April 19, 2018, May 1, 2018, May 15, 2018, June 1, 2018, June 15, 2018, July 9, 2018, July 17, 2018, July 27, 2018, August 1, 2018, August 16, 2018, August 23, 2018, September 4, 2018, September 14, 2018, September 21, 2018, October 1, 2018, October 9, 2018, October 17, 2018, November 8, 2018, November 15, 2018, December 14, 2018, December 18, 2018 and December 19, 2018.


B.	Our Current Reports on Form 8-K/A filed March 23, 2017 and December 18, 2018.


C.	Our Annual Report on Form 10-K for the year ended December 31, 2017, filed March 29, 2018.


D.	Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed May 11, 2018, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed August 14, 2018, and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed November 14, 2018.


E.	Our Definitive Proxy Statement on Schedule 14A, filed June 25, 2018.

U. Update to the Financial Statements Section

The index to financial statements on page F-1 of the Prospectus is hereby deleted and replaced in its entirety by the following:

INDEX TO FINANCIAL STATEMENTS



Hines Global Income Trust, Inc.—Consolidated Financial Statements as of December 31, 2017 and 2016 and for the Years Ended December 31, 2017, 2016 and 2015
Report of Independent Registered Public Accounting Firm	*
Audited Consolidated Financial Statements
Consolidated Balance Sheets	*
Consolidated Statements of Operations and Comprehensive Income (Loss)	*
Consolidated Statements of Equity	*
Consolidated Statements of Cash Flows	*
Notes to the Consolidated Financial Statements	*

Hines Global Income Trust, Inc.—Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2018 and 2017 (Unaudited)
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets	*
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	*
Condensed Consolidated Statements of Equity	*
Condensed Consolidated Statements of Cash Flows	*
Notes to the Condensed Consolidated Financial Statements	*

Rookwood — For the Year Ended December 31, 2016
Report of Independent Auditor	*
Statement of Revenues and Certain Operating Expenses	*
Notes to Statements of Revenues and Certain Operating Expenses	*

Fresh Park Venlo — For the Nine Months Ended September 30, 2018 (Unaudited) and the Year Ended December 31, 2017
Report of Independent Auditor	*
Statement of Revenues and Certain Operating Expenses	*
Notes to Statements of Revenues and Certain Operating Expenses	*

Hines Global Income Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2018 and the Notes thereto	*
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2018 and for the Year Ended December 31, 2017 and the Notes thereto	*
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	*


*	See the “Incorporation by Reference” section of the Prospectus.

V. Update to Appendix A-1 and Appendix A-2

Appendix A-1 and Appendix A-2 to the Prospectus are hereby updated and replaced in their entirety with the forms of subscription agreement that follow as Appendices A-1 and A-2, respectively.

Appendix A-1

Appendix A-2

Filed pursuant to Rule 424(b)(3)

Registration No. 333-220046

PROSPECTUS

$2,500,000,000 Maximum Offering

We were incorporated under the General Corporation Laws of the State of Maryland on July 31, 2013, to invest in a diversified portfolio of quality commercial real estate properties and other real estate investments throughout the United States and internationally. We were formerly known as Hines Global REIT II, Inc. We are sponsored by Hines Interests Limited Partnership, or Hines, a fully integrated global real estate investment and management firm that has acquired, developed, owned, operated and sold real estate for 60 years. We have elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2015. This is our second public offering. We commenced our initial public offering on August 20, 2014 and raised $405.9 million from the sale of shares of our common stock prior to its termination.

Through our affiliated Dealer Manager, Hines Securities, Inc., we are offering in this follow-on offering up to $2,000,000,000 in our common shares in our primary offering on a best efforts basis and $500,000,000 in our common shares to be issued pursuant to our distribution reinvestment plan. We are offering four classes of shares of our common stock: Class T shares, Class S shares, Class D shares, and Class I shares, which we refer to individually as our Class T Shares, Class S Shares, Class D Shares, and Class I Shares, and collectively as our common shares. The share classes have different upfront selling commissions and dealer manager fees, and different ongoing distribution and stockholder servicing fees. Each class of shares will be sold at the then-current “transaction price,” plus applicable upfront selling commissions and dealer manager fees. The “transaction price” generally will be equal to the most recently determined net asset value (“NAV”) per share for such class, as determined on a monthly basis, however, we may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. Accordingly, the offering price per share for each class of our common stock will vary. We reserve the right to reallocate the common shares in accordance with federal securities laws between the primary offering and the distribution reinvestment plan.

Although we do not intend to list our shares of common stock for trading on an exchange or other trading market, in an effort to provide our stockholders with liquidity in respect of their investment in our shares, we have adopted a share redemption program whereby, subject to certain limitations, stockholders may request on a monthly basis that we redeem all or any portion of their shares. We may choose to redeem all, some or none of the shares that have been requested to be redeemed at the end of any particular month, in our discretion, subject to any limitations in the share redemption program. Subject to deductions for early redemption, the redemption price per share for each class of common stock will equal the then-current transaction price, as determined each month, for such class.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in shares of our common stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 36 before purchasing our common shares. Significant risks relating to your investment in our common shares include:


•	We have a limited prior operating history and the prior performance of other Hines affiliated entities may not be a good measure of our future results; therefore, there is no assurance we will be able to achieve our investment objectives.


•	Our charter does not require us to pursue a transaction to provide liquidity to our stockholders and there is no public market for our common shares; therefore, you must be prepared to hold your shares for an indefinite length of time and, if you are able to sell your shares, you will likely sell them at a substantial discount.


•	This is a blind pool offering and you will not have the opportunity to evaluate the additional investments we will make prior to purchasing shares of our common stock.


•	This is a best efforts offering and as such, there is a risk that we will not be able to accomplish our business objectives and that the poor performance of a single investment will materially adversely affect our overall investment performance, if we are unable to raise substantial funds.

•

Distributions have exceeded earnings. Some or all of our distributions have been paid, and may continue to be paid, and during the offering phase, are likely to be paid at least partially from sources such as proceeds from our debt financings, proceeds from this offering, cash advances by our Advisor, Hines Global REIT II Advisors LP, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. We have not placed a cap on the amount of our distributions that may be paid from any of these sources. If we continue to pay distributions from sources other than our cash flow from operations, we will have less funds available for the acquisition of properties, and your overall return may be reduced.

•

The purchase and redemption price for shares of our common stock generally will be based on our most recently determined NAV (subject to material changes as described above) and will not be based on any public trading market. While there will be independent appraisals of our properties performed annually, at any given time our NAV may not accurately reflect the actual then-current market value of our assets.

•

There is no public market for our shares and an investment in our shares will have very limited liquidity. There are significant restrictions and limitations on your ability to have any of your shares of our common stock redeemed under our share redemption program and, if you are able to have your shares redeemed, it may be at a price that is less than the price you paid and the then-current market value of the shares. Our board of directors may amend, suspend or terminate our share redemption program in its sole discretion and without stockholder approval.


•	Due to the risks involved in the ownership of real estate investments, there is no assurance of any return on your investment and you may lose some or all of your investment;


•	International investment risks, including the burden of complying with a wide variety of foreign laws and the uncertainty of such laws, the tax treatment of transaction structures, political and economic instability, foreign currency fluctuations, and inflation and governmental measures to curb inflation may adversely affect our operations and our ability to make distributions.


•	If we internalize our management functions, we could incur adverse effects on our business and financial condition, including significant costs associated with becoming and being self-managed and the percentage of our outstanding common stock owned by our stockholders could be reduced.

•

We rely on affiliates of Hines for our day-to-day operations and the selection of real estate investments. We pay substantial fees and other payments to these affiliates for these services. These affiliates are subject to conflicts of interest as a result of this and other relationships they have with us and other investment vehicles sponsored by Hines. We also compete with affiliates of Hines for tenants and investment opportunities, and some of those affiliates may have priority with respect to certain investment opportunities.



	Price to the Public⁽¹⁾		Upfront Selling Commissions⁽²⁾		Dealer Manager Fees⁽²⁾		Proceeds to Us, Before Expenses⁽³⁾
Maximum Primary Offering⁽⁴⁾	$	2,000,000,000	$	32,500,000	$	2,500,000	$	1,965,000,000
Class T Shares, per share⁽⁵⁾	$	10.27	$	0.308	$	0.051	$	9.91
Class S Shares, per share⁽⁵⁾	$	10.27	$	0.359	$	—	$	9.91
Class D Shares, per share	$	9.91	$	—	$	—	$	9.91
Class I Shares, per share	$	9.91	$	—	$	—	$	9.91
Maximum Distribution Reinvestment Plan	$	500,000,000	$	—	$	—	$	500,000,000

_______________

(1)

The price per share shown is the transaction price, which is equal to each class’s NAV per share as of June 30, 2018, plus applicable upfront selling commissions and dealer manager fees. Shares will be issued on a monthly basis at a price per share equal to the then-current transaction price, which generally will be equal to the most recently determined NAV per share for such class, plus, in the case of shares sold in the primary offering, applicable upfront selling commissions and dealer manager fees.

(2)

The table assumes that with respect to shares sold in the primary offering, 1/4 of the gross offering proceeds is from the sale of each of the four classes of our common stock. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from this assumption. For Class T Shares sold in the primary offering, investors will pay upfront selling commissions of up to 3.0% of gross offering proceeds from Class T Shares and upfront dealer manager fees of up to 0.5% of gross offering proceeds from Class T Shares. For Class S Shares sold in the primary offering, investors will pay upfront selling commissions of up to 3.5% of gross offering proceeds from Class S Shares. We will also pay the following distribution and stockholder servicing fees to our dealer manager, subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation: (a) with respect to our outstanding Class T Shares and Class S Shares, a distribution and stockholder servicing fee equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class T Shares and Class S Shares, as applicable, and (b) with respect to our outstanding Class D Shares, a distribution and stockholder servicing fee equal to up to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares, in each case, payable monthly. No distribution and stockholder servicing fees will be paid with respect to the Class I Shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. See “Plan of Distribution,” “Estimated Use of Proceeds” and “Management Compensation.”


(3)	Proceeds are calculated before deducting organization and offering expenses payable by us, which are paid over time. The organization and offering expenses payable by us are capped at 2.5% of the gross offering proceeds from our public offerings.


(4)	We reserve the right to reallocate shares of common stock between our primary offering and our distribution reinvestment plan.


(5)	Per share price amounts have been rounded to the nearest whole cent. Per share commissions and fees have been rounded to the nearest tenth of a cent.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. THE ATTORNEY GENERAL OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The use of projections or forecasts in this offering is prohibited. Any representations to the contrary and any predictions, written or oral, as to the amount or certainty of any present or future cash benefit or tax consequence that may flow from an investment in the common shares is not permitted.

The date of this prospectus is July 18, 2018.

SUITABILITY STANDARDS

The common shares we are offering are suitable only as a long-term investment for persons of adequate financial means. There currently is no public market for our common shares, and we currently do not intend to list our shares on a national securities exchange. Therefore, it will likely be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a substantial discount. You should not buy these shares if you need to sell them immediately, will need to sell them quickly in the future or cannot bear the loss of your entire investment.

In consideration of these factors, we require that a purchaser of shares have either:

•a gross annual income of at least $70,000 and a net worth (excluding the value of the purchaser’s home, home furnishings and automobiles) of at least $70,000; or

•a net worth (excluding the value of the purchaser’s home, home furnishings and automobiles) of at least $250,000.

Several states have established suitability standards different from the minimum standards described above. Shares will be sold only to investors in these states who meet the special state-specific suitability standards set forth below.

Alabama—An Alabama investor must have a liquid net worth of at least 10 times such Alabama resident’s investment in us and our affiliated programs.

California—A California investor must have a net worth of at least 10 times such investor’s investment in us. An investment by a California investor that is an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is not subject to the foregoing limitation.

Idaho—An Idaho investor must have either (i) a minimum liquid net worth of $85,000 and an annual gross income of $85,000 or (ii) a minimum liquid net worth of $300,000. In addition, an Idaho investor’s total investment in us, shares of our affiliates and in similar direct participation programs shall not exceed 10% of his or her liquid net worth.

Iowa—An Iowa investor must have either (i) a minimum net worth of $100,000 (excluding the value of an investor’s home, furnishings and automobiles) and an annual income of $85,000, or (ii) a minimum net worth of $350,000 (excluding the value of an investor’s home, furnishings and automobiles). In addition, an Iowa investor’s total investment in us and any other public, non-listed REIT may not exceed 10% of such investor’s liquid net worth. An investment by an Iowa investor that is an accredited investor as defined in Regulation D under the Securities Act is not subject to the foregoing limitation.

Kansas—It is recommended that Kansas investors limit such investor’s total investment in us and in the securities of similar programs to not more than 10% of such investor’s liquid net worth.

Kentucky—No Kentucky resident shall invest more than 10% of his or her liquid net worth in our shares or in shares of our affiliates’ non-publicly traded real estate investment trusts.

Maine—The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and other similar direct participation investments not exceed 10% of the investor’s liquid net worth.

Massachusetts—An investor’s investment in us and in other illiquid direct participation programs may not exceed 10% of such investor’s liquid net worth.

Missouri—An investor must have a liquid net worth of at least 10 times such investor’s investment in our shares.

Nebraska—A Nebraska investor must limit his or her aggregate investment in this offering and in securities of other non-publicly traded REITs to 10% of such investor’s net worth. An investment by a Nebraska investor that is an accredited investor as defined in Regulation D under the Securities Act is not subject to the foregoing limitation.

New Jersey—A New Jersey Investor must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. In addition, an investor’s investment in us, our affiliates, and other non-publicly traded direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth.

New Mexico—A new Mexico’s investor’s investment in us, our affiliates and in any other public, non-traded real estate programs may not exceed ten percent (10%) of his, her or its liquid net worth.

North Dakota—An investor must have a net worth of at least 10 times such investor’s investment in our shares.

Ohio—It shall be unsuitable for an Ohio investor’s aggregate investment in our shares, in shares of our affiliates, and in shares of other non-traded real estate investment programs to exceed ten percent (10%) of his, her, or its liquid net worth.

Oregon—An investor must have a liquid net worth of at least 10 times such investor’s investment in our shares.

Pennsylvania—An investor must have a net worth of at least 10 times such investor’s investment in our shares.

Tennessee—A Tennessee investor’s investment in us and other public real estate programs sponsored by our affiliates may not exceed 10% of such investor’s net worth. An investment by a Tennessee investor that is an accredited investor as defined in Regulation D under the Securities Act is not subject to the foregoing limitation.

Vermont—In addition to the suitability standards described above, a Vermont investor’s investment in us shall not exceed 10% of the investor’s liquid net worth. An investment by a Vermont investor that is an accredited investor as defined in Regulation D under the Securities Act is not subject to the foregoing limitation.

For purposes of determining suitability of an investor, net worth in all cases shall be calculated excluding the value of an investor’s home, furnishings and automobiles and “liquid net worth” is defined as that portion of new worth that consists of cash, cash equivalents, and readily marketable investments.

In the case of sales to fiduciary accounts (such as an IRA, Keogh Plan, or pension or profit-sharing plan), these suitability standards must be met by the beneficiary, the fiduciary account or by the donor or grantor who directly or indirectly supplies the funds for the purchase of the shares if the donor or grantor is the fiduciary. These suitability standards are intended to help ensure that, given the long-term nature of an investment in our common shares, our investment objectives and the relative illiquidity of our shares, our shares are an appropriate investment for those of you desiring to become stockholders. Our sponsor and each person selling our shares must make every reasonable effort to determine that the purchase of common shares is a suitable and appropriate investment for each stockholder based on information provided by the stockholder in the subscription agreement or otherwise. Our sponsor or each person selling our shares is required to maintain records of the information used to determine that an investment in common shares is suitable and appropriate for each stockholder for a period of six years.

In the case of gifts to minors, the suitability standards must be met by the custodian account or by the donor.

Minimum Investments

Subject to the restrictions imposed by state law, we will sell Class T Shares, Class S Shares and Class D Shares to investors who initially invest at least $2,500 and Class I Shares to investors who initially invest at least $1,000,000, unless waived by us.

In order to satisfy the initial minimum purchase requirements for retirement plans, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs. You should note that an investment in our common shares will not, in itself, create a retirement plan.

You must obtain our approval prior to any transfer of your shares if, as a result of such transfer, you or the transferee will own less than $2,500 in shares, unless you are transferring all of your shares, such transfer is made on behalf of a plan, or such transfer is made by gift, inheritance, intra-family transfer or family dissolution. In addition, no transfer or assignment may be made of a fractional share without our prior approval.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information inconsistent with that contained in this prospectus. We are offering to sell, and seeking offers to buy, our common shares only in jurisdictions where such offers and sales are permitted.

iii

TABLE OF CONTENTS



SUITABILITY STANDARDS	i
QUESTIONS AND ANSWERS ABOUT THIS OFFERING	1
PROSPECTUS SUMMARY	14
RISK FACTORS	38
RISKS RELATED TO INVESTING IN THIS OFFERING	38
RISKS RELATED TO OUR BUSINESS IN GENERAL	46
RISKS RELATED TO INVESTMENTS IN REAL ESTATE	52
RISKS RELATED TO INVESTMENTS IN REAL ESTATE-RELATED SECURITIES	63
RISKS RELATED TO INVESTMENTS IN DEBT	65
RISKS RELATED TO INTERNATIONAL INVESTMENTS	67
RISKS RELATED TO ORGANIZATIONAL STRUCTURE	69
RISKS RELATED TO POTENTIAL CONFLICTS OF INTEREST	74
RISKS RELATED TO TAXES	77
RISKS RELATED TO ERISA	83
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	84
ESTIMATED USE OF PROCEEDS	85
MANAGEMENT	88
MANAGEMENT COMPENSATION	116
OUR REAL ESTATE INVESTMENTS	128
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	140
CONFLICTS OF INTEREST	141
INVESTMENT OBJECTIVES AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIES	147
SELECTED FINANCIAL DATA	163
DESCRIPTION OF CAPITAL STOCK	170
PLAN OF DISTRIBUTION	192
THE OPERATING PARTNERSHIP	202
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	208
ERISA CONSIDERATIONS	237
LEGAL PROCEEDINGS	240
REPORTS TO STOCKHOLDERS	240
SUPPLEMENTAL SALES MATERIAL	240
LEGAL OPINIONS	240
EXPERTS	241
PRIVACY POLICY NOTICE	241
INCORPORATION BY REFERENCE	241
WHERE YOU CAN FIND MORE INFORMATION	242
INDEX TO FINANCIAL STATEMENTS	F-1
Appendix A-1-Subscription Agreement	A-1
Appendix A-2-Subscription Agreement (Class S Shares)	A-6
Appendix B-Distribution Reinvestment Plan	B-1
Appendix C-Privacy Policy	C-1
Appendix D-Hines History, Experience and Timeline	D-1

Table of Contents

QUESTIONS AND ANSWERS ABOUT THIS OFFERING

The following questions and answers about this offering highlight material information regarding us and this offering that is not otherwise addressed in the “Prospectus Summary” section of this prospectus. You should read this entire prospectus, including the section entitled “Risk Factors,” before deciding to purchase any of the common shares offered by this prospectus.


Q.	What is Hines Global Income Trust, Inc., or Hines Global?

Hines Global Income Trust, Inc., which we refer to as Hines Global, was formed in July 2013 as a Maryland corporation. We were formerly known as Hines Global REIT II, Inc. As of December 6, 2017, we began operating as a non-exchange traded REIT with no targeted liquidity window instead of operating as a finite-life REIT. We intend to invest in a diversified portfolio of quality commercial real estate properties and other real estate investments throughout the United States and internationally. As of July 1, 2018 we owned seven real estate investments which contain, in the aggregate, 2.5 million square feet of leasable space. To a lesser extent, we also plan to invest in real estate-related securities to provide a source of liquidity for our share redemption program, cash management and other purposes.

From inception through July 1, 2018, we received gross proceeds of approximately $417.5 million from the sale of 42.6 million shares of our common stock through our public offerings, including proceeds from our distribution reinvestment plan. Although Class AX, Class TX, Class IX and Class JX shares of our common stock, which we refer to individually as Class AX Shares, Class TX Shares, Class IX Shares and Class JX Shares, and collectively as the IPO Shares, remain outstanding, we are not offering the IPO Shares in this follow-on offering. Until November 30, 2017, the Class AX Shares, Class TX Shares, Class IX Shares and Class JX Shares were labeled as Class A Shares, Class T Shares, Class I Shares and Class J Shares. The Class AX Shares, Class TX Shares, Class IX Shares and Class JX Shares have the same rights, including voting rights, as the Class A Shares, Class T Shares, Class I Shares and Class J Shares that we are offering pursuant to this follow-on offering.


Q.	What is a real estate investment trust, or REIT?


A.	In general, a REIT is an entity that:


•	combines the capital of many investors to acquire or provide financing for a diversified portfolio of real estate investments under professional management;


•	is able to qualify as a “real estate investment trust” for U.S. federal income tax purposes and is therefore generally not subject to federal corporate income taxes on its net income that is distributed, which substantially eliminates the “double taxation” treatment (i.e., taxation at both the corporate and stockholder levels) that generally results from investments in a corporation; and


•	pays distributions to investors of at least 90% of its annual ordinary taxable income.

In this prospectus, we refer to an entity that qualifies as a real estate investment trust for U.S. federal income tax purposes as a “REIT.” We made the election to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2015.


Q.	Who is Hines?

Hines Interests Limited Partnership, which we refer to as Hines, is our sponsor. Hines is a fully integrated global real estate investment and management firm and, with its predecessor, has been investing in real estate and providing acquisition, development, financing, property management, leasing and disposition services for over 60 years. Hines provides investment management services to numerous investors and partners including pension plans, domestic and foreign institutional investors, high net worth individuals and retail investors. Hines is owned and controlled by or for the benefit of Gerald D. Hines and his son Jeffrey C. Hines and has $111 billion of assets under management, which includes $60 billion in assets that

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Hines manages as a fiduciary and $51 billion for which Hines provides third-party property management services, as of December 31, 2017. Please see “Management—Hines and Our Property Management, Leasing and Other Services—The Hines Organization” for more information regarding Hines.


Q.	What potential competitive advantages does Hines Global achieve through its relationship with Hines and its affiliates?


A.	We believe our relationship with Hines and its affiliates provides us the following benefits:

•

Global Presence—Our relationship with Hines and its affiliates as our sponsor and advisor allows us to have access to an organization that has extraordinary depth and breadth around the world with, as of December 31, 2017, a presence in 24 countries and 201 cities around the world and relationships with many of the world’s largest financial institutions. This provides us a significant competitive advantage in drawing upon the experiences resulting from the vast and varied real estate cycles and strategies that varied economies and markets experience.

As part of a global organization, all Hines offices and the investments they make get the benefit of:


•	Hines’ international tenant base, which as of December 31, 2017 consists of more than 4,300 national and multinational corporate tenants;


•	Extensive international financial relationships providing access to a broad base of buyers, sellers and debt financing sources;


•	Awareness of and access to new state-of-the-art building technologies as new experiences are gained on the projects which Hines has under development or management anywhere in the world; and


•	International “institutional” best practices on a global scale;


•	Operating partner transparency;


•	Accounting standards;


•	Construction techniques;


•	Property management services; and


•	Sustainability leadership.

•

Local Market Expertise—Hines’ global platform is built from the ground up based on Hines’ philosophy that real estate is essentially a local business. Hines provides us access to a team of real estate professionals who live and work in individual major markets around the world. These regional and local teams are fully integrated to provide a full range of real estate investment and management services including sourcing investment opportunities, acquisitions, development, re-development, financing, property management, leasing, asset management, disposition, accounting and financial reporting.

•

Centralized Resources—Hines provides the regional and local teams with, as of December 31, 2017, a group of 241 personnel who specialize in areas such as global sustainability, financial administration, corporate communications and marketing, conceptual construction, operations/ engineering services, human resources, cash management, risk management, information technology, tax, legal, compliance and internal audit. These experienced personnel provide a repository of knowledge, experience and expertise and an important control point for preserving performance standards and maintaining operating consistency for the entire organization.

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•	Investment Management—Hines combines ground-up operating expertise and local knowledge with top-down research and investment management to optimize execution for investors. Hines’ Office of Investments is comprised of 318 personnel globally who specialize in capital markets, investment management, and proprietary research.


•	Tenure of Personnel—Hines has one of the most experienced executive management teams in the real estate industry. All 13 employees who are part of the Hines’ Executive Committee have individual tenures ranging from 21 to 61 years, with an average tenure in the organization of 35 years as of December 31, 2017.

•

Long-Term Track Record—Hines has over 60 years of experience in creating and successfully managing capital and real estate investments for numerous third-party investors. As stated above, as of December 31, 2017, Hines had a presence in 24 countries and 201 cities around the world and relationships with many of the world’s largest financial institutions. Since its inception in 1957, Hines, its predecessor and their respective affiliates have acquired, developed or have in the development process 1,403 real estate projects representing more than 460 million square feet. Hines’ property/asset management portfolio includes 506 properties with more than 210 million square feet.

Please see “Risk Factors—Risks Related to Potential Conflicts of Interest” and “Conflicts of Interest” for a discussion of certain risks and potential disadvantages of our relationship with Hines.


Q.	How will you structure the ownership and operation of your assets?

We plan to own most of our assets and conduct our operations through an operating partnership called Hines Global REIT II Properties LP. We are the sole general partner of Hines Global REIT II Properties LP. Because we plan to conduct most of our operations through an operating partnership, we are organized as an Umbrella Partnership Real Estate Investment Trust, or UPREIT. To avoid confusion, in this prospectus:


•	we refer to Hines Global REIT II Properties LP as the Operating Partnership and partnership interests and special limited partnership interests in the Operating Partnership, respectively, as OP Units and Special OP Units; and


•	the use of “we,” “our,” “us” or similar pronouns in this prospectus refers to Hines Global and its direct and indirect subsidiaries which includes the Operating Partnership, as required by the context in which such term is used.

For a discussion of certain risks related to our UPREIT structure, please see “Risk Factors—Risks Related to Potential Conflicts of Interest—Our UPREIT structure may result in potential conflicts of interest.”


Q.	Who will choose which real estate investments you will invest in?


A.	Hines Global REIT II Advisors LP will make recommendations for all of our investment decisions, which are subject to the approval of our board of directors. In this prospectus, we refer to Hines Global REIT II Advisors LP as our Advisor.


Q.	What fees and expense reimbursements will you pay to your Advisor and other affiliates of Hines in connection with your operations?

We pay our Advisor and other affiliates of Hines fees, allocations and expense reimbursements in connection with performing services for us. We do not intend to pay our Advisor or its affiliates any separate fees for property acquisitions, dispositions, financings or development, or adopt a long-term incentive plan, although our charter permits us to do so, subject to certain limitations. We will, however, reimburse our Advisor for out-of-pocket expenses related to the foregoing activities to the extent such expenses are paid by our Advisor. See “Management Compensation.”

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Q.	What investment or ownership interests will Hines or any of its affiliates have in us?


A.	Hines or its affiliates have the following investments and ownership interests in us:


•	an initial investment of $2,010,000 in Class AX Shares by Hines Global REIT II Investor Limited Partnership, an affiliate of Hines;


•	an investment of $190,000 in limited partner interests of the Operating Partnership by Hines Global REIT II Associates Limited Partnership, an affiliate of Hines;


•	an interest in the Operating Partnership, denominated as Special OP Units, held by our Advisor with economic terms as more particularly described in “The Operating Partnership—Special OP Units”;


•	our Advisor also may elect to receive the asset management fee in Class I Shares or Class I OP units rather than cash. In addition, our Advisor, as the holder of the Special OP Units also may elect to receive distributions on its performance participation interest in Class I OP units. Please see “Management Compensation” for a description of the fees which may be paid with OP Units; and


•	investments in shares of our common stock by certain of our officers and directors as described in “Security Ownership of Certain Beneficial Owners and Management.”


Q.	What is a non-exchange traded REIT with no targeted liquidity window?

A non-exchange traded REIT is a REIT whose shares are not listed for trading on a stock exchange or other securities market. We use the phrase “no targeted liquidity window” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the REIT monthly on a continuous basis at a price generally equal to the REIT’s prior month’s NAV per share. In this structure, investors may request that we redeem their shares on a continuous basis, but we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month in our discretion. Further, while we may consider a liquidity event at any time in the future, we currently do not have a fixed time frame in which we intend to undertake such consideration and we are not obligated by our charter or otherwise to effect a liquidity event at any time.


Q.	What is the liquidity history of programs sponsored by Hines?

Hines, our sponsor, currently sponsors Hines Real Estate Investment Trust, Inc., which we refer to as Hines REIT, Hines Global REIT, Inc., which we refer to as Hines Global REIT, and HMS Income Fund, Inc., which we refer to as HMS. Hines REIT sold shares of its common stock to new investors from 2004 through 2009. Hines REIT disclosed in its offering materials that it had not set a finite date or time by which it anticipated that it might be liquidated. Hines REIT is currently in the process of liquidating all of its remaining assets and dissolving and has paid distributions of $7.51 per share to its stockholders, including special distributions of $1.01 per share, which were paid to its stockholders and non-controlling interest holders from July 2011 through April 2013. Hines REIT has announced that it expects to make a final liquidating distribution to its stockholders and non-controlling interest holders of between $0.05 and $0.07 per share on or around July 31, 2018 although there can be no assurances as to the timing or amount of any additional liquidating distributions. In addition to the liquidating and special distributions described above, Hines REIT paid regular operating distributions of up to $5.49 per share to its stockholders between 2004 and 2016, which were reinvested in additional shares of Hines REIT’s common stock for those stockholders who elected to participate in Hines REIT’s dividend reinvestment plan. The amount of regular operating distributions received by stockholders varied depending on when they invested and whether they held their shares continuously through 2016.

Hines Global REIT sold shares of its common stock to new investors from August 2009 through April 2014. Hines Global REIT disclosed in its offering materials that it intends to consider alternatives for

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providing liquidity to its stockholders between 2017 and 2019, however, Hines Global REIT has not set a finite date by which it must effect a liquidity event. In April 2018, Hines Global REIT announced that its board of directors had adopted a plan of liquidation and dissolution, pursuant to which Hines Global REIT plans to provide liquidity to its stockholders through the sale of all or substantially all of Hines Global REIT’s assets. Assuming the approval of the plan of liquidation and dissolution by Hines Global REIT’s stockholders, Hines Global REIT currently expects that stockholders who made their initial investment in November 2009 will have received aggregate distributions totaling $15.62-16.62 per share upon successful execution of the plan. This range of distributions consists of the estimated liquidating distributions expected to be made pursuant to the plan of liquidation and dissolution, as well as all other distributions paid by Hines Global REIT, including regular operating distributions. The aggregate amount of distributions that Hines Global REIT stockholders will have received upon successful execution of the plan of liquidation and dissolution, including regular operating distributions, will vary depending on when they made their initial investment, as stockholders who invested earlier will have received more regular operating distributions than stockholders who invested later. Hines Global REIT is soliciting stockholder approval of the plan of liquidation and dissolution and it will be presented for approval by the stockholders at Hines Global REIT’s annual meeting in July 2018. There can be no assurances as to whether stockholders will approve the plan of liquidation and dissolution, or if the plan is approved the timing and amount of any liquidating distributions.

HMS sold shares of its common stock to new investors from June 2012 through September 2017. HMS has disclosed in its offering materials that it intends to explore a potential liquidity event between four and six years following the end of its offering period, however, HMS has not set a finite date by which it must effect a liquidity event.


Q.	Why should I invest in real estate investments?

Allocating some portion of your investment portfolio to real estate investments may provide you with portfolio diversification, reduction of overall risk, a hedge against inflation, and attractive risk-adjusted returns. For these reasons, real estate has been embraced as a major asset class for purposes of asset allocations within investment portfolios. According to the 2017 Global Investor Survey prepared by Institutional Real Estate, Inc. and Kingsley Associates, the U.S. institutions represented in the survey allocated an average of 8.6% of their total portfolios to real estate in 2017. Although institutional investors can invest directly in real estate investments and on substantially different terms than individual investors, we believe that individual investors can also benefit by adding a real estate component to their investment portfolios. You and your financial advisor, investment adviser or financial planner should determine whether investing in real estate would benefit your investment portfolio. Please see “Risk Factors—Risks Related to Investments in Real Estate—An economic slowdown or rise in interest rates or other unfavorable changes in economic conditions in the markets in which we operate could adversely impact our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment” for a discussion of the recent economic slowdown and disruptions in the capital and credit markets.


Q.	What are your investment objectives?


A.	Our primary investment objectives are to:


•	provide income in the form of regular, stable cash distributions to achieve an attractive distribution yield;


•	preserve and protect invested capital;


•	invest in a diversified portfolio of quality commercial real estate properties and other real estate investments across a range of asset types throughout the U.S. and internationally;


•	realize appreciation in NAV from proactive investment management and asset management;

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•	provide an investment alternative for investors seeking to allocate a portion of their long-term investment portfolios to commercial real estate with generally lower volatility than publicly traded real estate companies; and


•	qualify for and remain qualified as a REIT for federal income tax purposes.


Q.	How would you describe your real estate property acquisition and operations process?


A.	We expect to buy real estate with part of the proceeds from this offering that we believe have some of the following attributes:


•	Preferred Location. We believe that location often has the single greatest impact on an asset’s long-term income-producing potential and value and that assets located in the preferred submarkets in metropolitan areas and situated at preferred locations within such submarkets have the potential to achieve attractive total returns.


•	Premium Buildings. We will seek to acquire assets that generally have design and physical attributes (e.g., quality construction and materials, systems, floorplates, etc.) that are more attractive to a user than those of inferior properties.


•	Quality Tenancy. We will seek to acquire assets that typically attract tenants with better credit who require larger blocks of space because these larger tenants generally require longer term leases in order to accommodate their current and future space needs without undergoing disruptive and costly relocations.

We believe that following an acquisition, the additional component of proactive property management and leasing is a critical element necessary to achieve attractive investment returns for investors. Actively anticipating and quickly responding to tenant needs are examples of areas where proactive property management may make the difference in a tenant’s occupancy experience, increasing its desire to remain a tenant and thereby providing a higher tenant retention rate, which may result in better financial performance of the property.


Q.	Why do you intend to invest in real estate-related securities in addition to real properties?


A.	We believe that our real estate-related securities will help maintain liquidity to satisfy any share redemptions we choose to make in any particular month and to manage cash before investing subscription proceeds into properties while also seeking attractive investment returns. Our real estate-related securities strategy is designed to generate current income.

Such real estate-related securities may include the common and preferred stock of publicly-traded real estate-related companies. In addition, our investments in real estate-related assets may include preferred equity interests, mortgages, loans, commercial mortgage-backed securities, or CMBS, and other real estate-related equity and debt instruments.

See the “Investment Objectives and Policies with Respect to Certain Activities” section of this prospectus for a more detailed discussion of all of the types of investments we may make.


Q.	Do you currently own any investments?


A.	Yes, as of July 1, 2018, we owned interests in seven real estate investments that contain, in the aggregate, 2.5 million square feet of leasable space. We may purchase properties or make other real estate investments that relate to varying property types including office, retail, industrial, multi-family residential and hospitality or leisure.

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Q.	What kind of offering is this?

This is a follow-on offering that follows the termination of our initial public offering, in which we offered an aggregate of $2.0 billion in Class AX Shares, Class TX Shares and Class IX Shares, on a best efforts basis and an additional $500.0 million in Class AX Shares, Class TX Shares and Class IX Shares pursuant to our distribution reinvestment plan. Although the IPO Shares remain outstanding, we are not offering any IPO Shares in this offering, but we intend to continue paying distributions on any outstanding IPO Shares.

In this follow-on offering, through Hines Securities, Inc., which we refer to as our Dealer Manager, we are offering up to $2.0 billion in any combination of Class T Shares, Class S Shares, Class D Shares, and Class I Shares to the public in a primary offering on a best efforts basis. We are also offering up to $500.0 million in any combination of Class T Shares, Class S Shares, Class D Shares, and Class I Shares to be issued pursuant to our distribution reinvestment plan. We reserve the right to reallocate the shares of common stock being offered between classes of shares being offered and between the primary offering and the distribution reinvestment plan.


Q.	What is the per share purchase price?

Each class of shares will be sold at the then-current transaction price, which generally will be equal to the most recently determined NAV per share for such class, as determined on a monthly basis, plus applicable upfront selling commissions and dealer manager fees. Shares generally will be sold at the prior month’s NAV per share for the class of shares being purchased, plus applicable upfront selling commissions and dealer manager fees. Although the offering price for shares of our common stock will generally be based on the prior month’s NAV per share, the NAV per share as of the date on which your purchase is settled may be significantly different. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month.

We expect that any such update to the transaction price to reflect an adjustment to the monthly NAV per share would be infrequent. Such an adjustment may be appropriate (either positive or negative) to reflect the occurrence of extraordinary events at our properties or in the capital markets that may cause the value of our properties to change by such a significant amount that the NAV, if recalculated based on this event, is likely to be materially different. For example, if, after the most recent determination of the monthly NAV, a significant asset suffered catastrophic damage due to a natural disaster and the damage is not covered by our insurance policies, we may determine to adjust the NAV. Such NAV adjustments also may be appropriate to reflect the occurrence of broader market-driven events identified by our Advisor or the independent valuation firm which may impact more than a specific property. Further, rapidly changing market conditions or material events, such as, for example, a stock market crash or other collapse in the capital markets, may not be immediately reflected in the most recently-determined monthly NAV and if we believe the NAV, if recalculated based on these events, is likely to be materially different, we may determine that an adjustment is necessary to reflect the estimated impact on the NAV.


Q.	How and when will your NAV per share be calculated?

We establish a new NAV per share on a monthly basis. Our NAV per share is calculated based on the fair value of our assets less liabilities under market conditions existing as of the date of the valuation. As approved by our board of directors, including the valuation committee (which consists solely of independent directors), we have engaged Altus Group U.S., Inc, a third-party valuation firm, to review third-party appraisals of our real properties and interim valuations prepared by our Advisor as well as review the reasonableness of those valuations and our monthly NAV. Periodic real property appraisals will serve as the foundation of the independent valuation firm’s valuation and each property will be appraised no less than approximately once every 12 calendar months. See “Description of Capital Stock—Valuation Policy and Procedures” for more information regarding the determination of our NAV per share. We expect that we will publish the NAV per share generally within 15 calendar days following the last calendar day of

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each month. Promptly following any adjustment to the transaction price per share, we will file a prospectus supplement or post-effective amendment to the registration statement with the Securities and Exchange Commission, or the SEC, disclosing the adjusted transaction price and the effective date of such adjusted transaction prices. We also will post the updated information on our website at https://www.hinessecurities.com/hgit/. The new NAV per share generally will be the new transaction price for each share class.


Q.	How does a “best efforts” offering work?


A.	When shares are offered to the public on a “best efforts” basis, no underwriter, broker dealer or other person has a firm commitment or obligation to purchase any of the shares. Therefore, we cannot guarantee that any minimum number of shares will be sold.


Q.	What is the expected term of this offering?

We have registered $2.0 billion in shares of our common stock, in any combination of Class T Shares, Class S Shares, Class D Shares and Class I Shares, to be sold in our primary offering and up to $500.0 million in shares to be sold pursuant to our distribution reinvestment plan. It is our intent, however, to conduct a continuous offering for an indefinite period of time, by filing for additional offerings of our shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws.

We will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our shares of common stock. There can be no assurance, however, that we will not need to suspend our continuous offering while the SEC and, where required, state securities regulators, review such filings for additional offerings of our stock until such filings are declared effective, if at all.


Q.	What is the difference between the Class T Shares, Class S Shares, Class D Shares and Class I Shares being offered?

We are offering to the public four classes of shares of our common stock: Class T Shares, Class S Shares, Class D Shares and Class I Shares. The differences among the share classes relate to upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees. No upfront selling commissions or dealer manager fees will be paid with respect to Class D Shares, and no upfront selling commissions, dealer manager fees or distribution and stockholder servicing fees will be paid with respect to Class I Shares. See “Description of Capital Stock” and “Plan of Distribution” for a discussion of the differences between our Class T Shares, Class S Shares, Class D Shares and Class I Shares.

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Although we expect that our NAV per share will vary, assuming a constant NAV per share of $9.91, which is our NAV per share as of June 30, 2018 and assuming applicable distribution and stockholder servicing fees are paid until the 8.75% of gross proceeds limit described in “Management Compensation—Distribution and Stockholder Servicing Fees” is reached, we expect that a one-time investment in 1,000 shares of each class of our shares (representing an aggregate net asset value of $9,910 for each class) would be subject to the following upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees (dollar amounts rounded to nearest whole dollar):



	Upfront Selling Commissions		Dealer Manager Fees		Annual Distribution and Stockholder Servicing Fees		Maximum Distribution and Stockholder Servicing Fees Over Life of Investment (Length of Time)			Total (Length of Time)
Class T Shares	$	308	$	51	$	99	$	539	(5.44 years)	$	899	(5.44 years)
Class S Shares	$	359	$	—	$	99	$	539	(5.44 years)	$	899	(5.44 years)
Class D Shares	$	—	$	—	$	25	$	867	(35.00 years)	$	867	(35.00 years)
Class I Shares	$	—	$	—	$	—	$	—	—	$	—	—

Class T Shares and Class S Shares are available through brokerage and transaction-based accounts. Class D Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D Shares, (2) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class D Shares, (3) through certain registered investment advisers, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that we name in an amendment or supplement to this prospectus. Class I Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class I Shares, (4) by our executive officers and directors and their immediate family members, as well as officers and employees of our Advisor, Hines or other affiliates and their immediate family members, and, if approved by our board of directors, joint venture partners, consultants and other service providers, (5) through certain registered investment advisers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase.

Certain participating broker dealers may offer volume discounts, which would reduce upfront selling commissions and would therefore increase the length of time required for selling commissions, dealer manager fees and distribution and stockholder servicing fees to reach 8.75% of gross proceeds. In the case of shares sold through certain participating broker dealers, a lower limit than 8.75% of gross proceeds may be used, as set forth in any applicable agreement between the Dealer Manager and the participating broker dealer. See “Plan of Distribution—Underwriting Terms.”

If you are eligible to purchase all four classes of shares, then in most cases you should purchase Class I Shares because Class I Shares have no upfront selling commissions, dealer manager fees or distribution and stockholder servicing fees, which will reduce the NAV or distributions of the other share classes. If you are eligible to purchase Class T Shares, Class S Shares and Class D Shares but not Class I Shares, in most cases you should purchase Class D Shares because Class D Shares have no upfront selling commissions or dealer manager fees and lower annual distribution and stockholder servicing fees.

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Q.	Who can buy shares?


A.	Generally, you may purchase shares if you have either:


•	a net worth (not including home, furnishings and personal automobiles) of at least $70,000 and a annual gross income of at least $70,000; or


•	a net worth (not including home, furnishings and personal automobiles) of at least $250,000.

However, these minimum levels may vary from state to state, so you should carefully read the suitability requirements explained in the “Suitability Standards” section of this prospectus.


Q.	How do I subscribe for shares?


A.	If you choose to purchase common shares in this offering, you will need to contact your registered broker dealer or investment adviser and fill out a subscription agreement like the one attached to this prospectus as Appendix A for a certain investment amount and pay for the shares at the time you subscribe.


Q.	How does the payment of fees and expenses by us affect your invested capital?

We will pay distribution and stockholder servicing fees to our Dealer Manager with respect to our outstanding Class T Shares, Class S Shares and Class D Shares, which our Dealer Manager may reallow or advance to participating broker dealers. In addition, we will incur, or reimburse our Advisor for our cumulative organization and offering expenses incurred by our Advisor and its affiliates in connection with our public offerings and our organization, in an amount equal to up to 2.5% of gross offering proceeds from our public offerings and our Advisor or its affiliates will be responsible for any organization and offering expenses in excess of this cap. Although the cap on reimbursements to our Advisor and its affiliates for cumulative organization and offering expenses is equal to 2.5% of gross offering proceeds from our public offerings, we estimate that the total reimbursement that will be paid to our Advisor and its affiliates from the proceeds of this offering for organization and offering expenses incurred will be equal to approximately 1.17% of the maximum gross offering proceeds from the primary offering. The payment of fees and expenses reduces the funds available to us for payment of distributions and investment in our target assets, and therefore may reduce our distributions. However, because we are not required to pay distribution and stockholder servicing fees with respect to Class I Shares, the distributions with respect to Class I Shares will not be reduced by these distribution and stockholder servicing fees.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed between the holders of Class T Shares, Class S Shares, Class D Shares and Class I Shares ratably in proportion to the respective NAV for each class of shares until the NAV for each class has been paid. We will calculate the NAV as a whole for all shares of our common stock and then will determine any differences attributable to each class. Each holder of shares of a particular class of common stock will be entitled to receive, proportionately with each other holder of shares of such class, that portion of such aggregate assets available for distribution to such class as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding. We expect the NAV per share of each Class T Shares, Class S Shares and Class D Shares and Class I Share to be the same, except in the unlikely event that the distribution and stockholder servicing fees payable by us exceed the amount otherwise available for distribution to holders of Class T Shares, Class S Shares and/or Class D Shares in a particular period (prior to the deduction of the distribution and stockholder servicing fees), in which case the excess will be accrued as a reduction to the NAV per share of each Class T Share, Class S Share and/or Class D Share, as applicable, which would result in the NAV and distributions upon liquidation with respect to Class T Shares, Class S Shares and/or Class D Shares being lower than the NAV and distributions upon liquidation with respect to Class I Shares.

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Q.	Are there any risks involved in buying shares of our stock?


A.	An investment in shares of our common stock involves significant risks. These risks include, among others:


•	We have a limited prior operating history and the prior performance of other Hines affiliated entities may not be a good measure of our future results; therefore, there is no assurance we will be able to achieve our investment objectives.


•	Our charter does not require us to pursue a transaction to provide liquidity to our stockholders and there is no public market for our common shares; therefore, you must be prepared to hold your shares for an indefinite length of time and, if you are able to sell your shares, you will likely sell them at a substantial discount.


•	This is a blind pool offering and you will not have the opportunity to evaluate the additional investments we will make prior to purchasing shares of our common stock.


•	This is a best efforts offering and as such, there is a risk that we will not be able to accomplish our business objectives and that the poor performance of a single investment will materially adversely affect our overall investment performance, if we are unable to raise substantial funds.

•

Distributions have exceeded earnings. Some or all of our distributions have been paid, and may continue to be paid, and during the offering phase, are likely to be paid at least partially from sources such as proceeds from our debt financings, proceeds from this offering, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. We have not placed a cap on the amount of our distributions that may be paid from any of these sources. If we continue to pay distributions from sources other than our cash flow from operations, we will have less funds available for the acquisition of properties, and your overall return may be reduced.

•


•	Due to the risks involved in the ownership of real estate investments, there is no assurance of any return on your investment and you may lose some or all of your investment;


•	International investment risks, including the burden of complying with a wide variety of foreign laws and the uncertainty of such laws, the tax treatment of transaction structures, political and economic instability, foreign currency fluctuations, and inflation and governmental measures to curb inflation may adversely affect our operations and our ability to make distributions.


•	If we internalize our management functions, we could incur adverse effects on our business and financial condition, including significant costs associated with becoming and being self-managed and the percentage of our outstanding common stock owned by our stockholders could be reduced.


•	We rely on affiliates of Hines for our day-to-day operations and the selection of real estate investments. We pay substantial fees and other payments to these affiliates for these services.

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These affiliates are subject to conflicts of interest as a result of this and other relationships they have with us and other investment vehicles sponsored by Hines. We also compete with affiliates of Hines for tenants and investment opportunities, and some of those affiliates may have priority with respect to certain investment opportunities. See “Risk Factors—Risks Related to Potential Conflicts of Interest” beginning on page 71 and “Conflicts of Interest” beginning on page 137 for a description of potential conflicts of interest.


Q.	Is there any minimum required investment?

Yes. The minimum initial investment in Class T Shares, Class S Shares or Class D Shares that we will accept is $2,500. The minimum initial investment in Class I Shares that we will accept for shares is $1,000,000, unless waived by us. Thereafter, subject to restrictions imposed by state law, you may purchase additional shares in whole or fractional share increments subject to a minimum for each additional purchase of $50. You should carefully read the minimum investment requirements explained in the “Suitability Standards” section of this prospectus.


Q.	Are distributions I receive taxable?

Yes and no. Generally, distributions that you receive will be considered ordinary income (unless declared as a capital gain dividend) to the extent of our current and accumulated earnings and profits. In addition, because depreciation expense reduces earnings and profits but does not reduce cash available for the payment of distributions, and because we initially expect such depreciation expense to exceed our nondeductible expenditures, we expect a portion of your distributions will be considered returns of capital for tax purposes. These amounts will not be subject to tax immediately to the extent of your basis in your shares but will instead reduce the tax basis of your investment. To the extent that these amounts exceed your basis in your shares, they will give rise to taxable gain from a deemed sale or exchange of the shares. This in effect defers a portion of your tax until your shares are sold or we are liquidated, at which time you will generally be taxed at capital gains rates (assuming you have held your shares for at least one year). However, because each investor’s tax situation is different, we suggest you consult with your tax advisor. You and your tax advisor should also review the section of this prospectus entitled “Material U.S. Federal Income Tax Considerations.”


Q.	What will you do with the proceeds from this offering?

We expect to use the net proceeds from this offering to (i) make investments in accordance with our investment strategy and policies, (ii) reduce borrowings and repay indebtedness incurred under various financing agreements we may enter into and (iii) fund redemptions under our share redemption program. Generally, our policy will be to pay distributions from cash flows from operations; however, our cash flows from operations have been and may continue to be insufficient to fully fund distributions to our stockholders. Therefore, some or all of our distributions have been paid, and may continue to be paid, and during the offering phase, are likely to be paid at least partially from other sources, such as proceeds from our debt financings, proceeds from this offering, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. For the years ended December 31, 2017, 2016 and 2015, respectively, we funded 56%, 60% and 23% of total distributions with cash flows from financing activities, which may include offering proceeds. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. To the extent distributions are paid from proceeds from this offering, the amount of proceeds used to make real estate investments and to pay acquisition expenses related to those investments will be less. The per share amount of distributions on the Class T Shares, Class S Shares, Class D Shares and Class I Shares will differ because distributions on Class T Shares, Class S Shares and/or Class D Shares will be reduced by the ongoing distribution and stockholder servicing fees that are payable with respect to Class T Shares, Class S Shares and Class D Shares, respectively. See “Description of Capital Stock—Distribution Objectives.”

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Q.	Will I be notified of how my investment is doing?


A.	Yes, periodic updates on the performance of your investment will be made available to you, including:


•	distribution statements;


•	periodic prospectus supplements during the offering;


•	an annual report;


•	an annual IRS Form 1099-DIV, if required; and


•	three quarterly financial reports.

We will make this information available to you via one or more of the following methods:


•	electronic delivery; or


•	posting on our website, located at https://www.hinessecurities.com/hgit/, along with any required notice.

In addition, to the extent required by law or regulation or, in our discretion, we may make certain of this information available to you via U.S. mail or other courier.


Q.	When will I get my detailed tax information?


A.	Generally, we expect that we will send you your Form 1099-DIV tax information for each year by January 31 of the following year.


Q.	Who is your transfer agent?


A.	Our transfer agent is DST Systems, Inc.


Q.	Who can help answer my questions?


A.	If you have more questions about this offering or if you would like additional copies of this prospectus, you should contact your registered selling representative or:

Hines Securities, Inc.
2800 Post Oak Boulevard, Suite 4700
Houston, Texas 77056-6118
Telephone: (888) 446-3773

If you have questions regarding our assets and operations, you should contact us at:

Hines Global Income Trust, Inc.
2800 Post Oak Boulevard, Suite 5000
Houston, Texas 77056-6118
Telephone: (888) 220-6121

Website: https://www.hinessecurities.com/hgit/

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PROSPECTUS SUMMARY

This prospectus summary highlights material information regarding our business and this offering that is not otherwise addressed in the “Questions and Answers about this Offering” section of this prospectus. You should read and consider this entire prospectus, including the section entitled “Risk Factors,” before deciding to purchase any common shares offered by this prospectus.

Hines Global Income Trust, Inc.

We are Hines’ third publicly-offered REIT. We were formerly known as Hines Global REIT II, Inc. As of December 6, 2017, we began operating as a non-exchange traded REIT with no targeted liquidity window instead of operating as a finite-life REIT. We intend to invest primarily in a diversified portfolio of quality commercial real estate properties and other real estate investments throughout the United States and internationally. As of July 1, 2018, we owned interests in seven real estate investments that contain, in the aggregate, 2.5 million square feet of leasable space. We may purchase additional properties or make other real estate investments that relate to varying property types including office, retail, industrial, residential/living and hospitality or leisure. We may invest in operating properties, properties under development, and undeveloped properties such as land. To a lesser extent, we also plan to invest in real estate-related securities to provide a source of liquidity for our share redemption program, cash management and other purposes. Other real estate investments may include equity or debt interests including securities in other real estate entities and debt related to properties such as mortgages, mezzanine loans, B-notes, bridge loans, construction loans and securitized debt. We believe that there is an opportunity to create attractive total returns by employing a strategy of investing in a diversified portfolio of such investments which are well-selected, well-managed and disposed of at an optimal time. Our principal targeted assets are investments in properties, and other real estate investments that relate to properties, that have quality construction and desirable locations which can attract quality tenants. These types of investments are, or relate to, properties generally located in central business districts or suburban markets of major metropolitan cities worldwide. We intend to invest in a geographically diverse portfolio in order to reduce the risk of reliance on a particular market, a particular property and/or a particular tenant. We anticipate that international real estate investments may comprise a substantial portion of our portfolio. Although the actual percentages may vary from those presently anticipated, after the proceeds of this offering have been fully invested, we anticipate that international real estate investments will comprise between 40% and 60% of our portfolio and real estate investments other than the acquisition of commercial real estate properties will comprise less than 30% of our portfolio.

Our initial public offering commenced on August 20, 2014 and terminated our initial public offering of primary shares on September 30, 2017. We offered an aggregate of $2,000,000,000 in Class AX Shares, Class TX Shares and Class IX Shares to the public on a best efforts basis and an additional $500,000,000 in Class AX Shares, Class TX Shares and Class IX Shares pursuant to our distribution reinvestment plan. From inception through July 1, 2018, we received gross proceeds of approximately $417.5 million from the sale of 42.6 million shares of our common stock through our public offerings, including proceeds from our distribution reinvestment plan. Although Class AX Shares, Class TX Shares, Class IX Shares and Class JX Shares, which we refer to collectively as the IPO Shares, remain outstanding, we are not offering the IPO Shares in this follow-on offering. Until November 30, 2017, the Class AX Shares, Class TX Shares, Class IX Shares and Class JX Shares were labeled as Class A Shares, Class T Shares, Class I Shares and Class J Shares. The Class AX Shares, Class TX Shares, Class IX Shares and Class JX Shares have the same rights, including voting rights, as the Class A Shares, Class T Shares, Class I Shares and Class J Shares that we are offering pursuant to this follow-on offering.

We intend to obtain loans and other debt financing to provide additional proceeds to make additional real estate investments as well as to potentially enhance the returns of our investments.

We made the election to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2015. We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes. Among other requirements, REITs are required to distribute at least 90% of their annual ordinary taxable income.

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Our office is located at 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118. Our telephone number is 1-888-220-6121. Our website is https://www.hinessecurities.com/hgit/.

Class T Shares, Class S Shares, Class D Shares and Class I Shares

The table below summarizes the fees we expect to generally be payable to our Dealer Manager with respect to the Class T Shares, Class S Shares, Class D Shares and Class I Shares and does not include the other fees and expenses payable to our Advisor and its affiliates. The upfront selling commissions and dealer manager fees are each a percentage of the gross offering proceeds of the shares sold in the primary offering. No upfront selling commissions or dealer manager fees are paid with respect to any shares sold under our distribution reinvestment plan. Subject to FINRA limitations on underwriting compensation and certain other limitations, the ongoing distribution and stockholder servicing fees will be paid monthly and are calculated as an annual amount equal to the percentage set forth below of the aggregate NAV of our outstanding shares for such class of shares.



	Class T	Class S	Class D	Class I
Upfront Selling Commission	3.0%	3.5%	None	None
Upfront Dealer Manager Fee	0.5%	None	None	None
Ongoing Distribution and Stockholder Servicing Fee	1.0%	1.0%	0.25%	None

The ongoing distribution and stockholder servicing fees listed above are allocated on a class-specific basis and may differ for each class, even when the NAV of each class is the same. The allocation of ongoing distribution and stockholder servicing fees on a class-specific basis results in different amounts of distributions being paid with respect to each class of shares. In addition, as a result of the different ongoing fees allocable to each share class, each share class could have a different NAV per share. If the NAV of our classes are different, then changes to our assets and liabilities that are allocable based on NAV may also be different for each class.

We will cease paying distribution and stockholder servicing fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the transfer agent, on our behalf, determines that the total upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to such Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.75% (or, in the case of shares sold through certain participating broker dealers, a lower limit as set forth in any applicable agreement between our Dealer Manager and a participating broker dealer) of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under our distribution reinvestment plan with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share.

In addition, we will cease paying distribution and stockholder servicing fees with respect to Class T Shares, Class S Shares and Class D Shares on the earlier to occur of the following: (i) a listing of our common shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. Upon the earliest to occur of such events, our Class T Shares, Class S Shares and Class D Shares will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such shares. We will further cease paying the distribution

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and stockholder servicing fee on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon our dissolution, liquidation or the winding up of our affairs, or a merger or other extraordinary transaction to which we are a party and in which the Class T Shares, Class S Shares or Class D Shares, each as a class, are exchanged for cash or other securities. We cannot predict if or when this will occur for each Class T Share, Class S Share and Class D Share.

Although we expect our NAV per share will vary, assuming a constant NAV per share of $9.91, which is our NAV per share as of June 30, 2018, and assuming applicable distribution and stockholder servicing fees are paid until the 8.75% of gross proceeds limit described in “Management Compensation—Distribution and Stockholder Servicing Fees” is reached, we expect that a one-time investment in 1,000 shares of each class of our shares (representing an aggregate net asset value of $9,910 for each class) would be subject to the following upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees (dollar amounts rounded to nearest whole dollar):



	Upfront Selling Commissions		Dealer Manager Fees		Annual Distribution and Stockholder Servicing Fees		Maximum Distribution and Stockholder Servicing Fees Over Life of Investment (Length of Time)			Total (Length of Time)
Class T Shares	$	308	$	51	$	99	$	539	(5.44 years)	$	899	(5.44 years)
Class S Shares	$	359	$	—	$	99	$	539	(5.44 years)	$	899	(5.44 years)
Class D Shares	$	—	$	—	$	25	$	867	(35.00 years)	$	867	(35.00 years)
Class I Shares	$	—	$	—	$	—	$	—	—	$	—	—

Class T Shares and Class S Shares are available through brokerage and transaction-based accounts. Class D Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D Shares, (2) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class D Shares, (3) through certain registered investment advisers, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that we name in an amendment or supplement to this prospectus. Class I Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class I Shares, (4) by our executive officers and directors and their immediate family members, as well as officers and employees of our Advisor, Hines or other affiliates and their immediate family members, and, if approved by our board of directors, joint venture partners, consultants and other service providers, (5) through certain registered investment advisers, or (6) other categories of investors that we name in an amendment or supplement to this prospectus. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase.

Certain participating broker dealers may offer volume discounts which would reduce upfront selling commissions and would therefore increase the length of time required for selling commissions, dealer manager fees and distribution and stockholder servicing fees to reach 8.75% of gross proceeds. In the case of shares sold through certain participating broker dealers, a lower limit than 8.75% of gross proceeds may be used, as set forth in any applicable agreement between the Dealer Manager and the participating broker dealer.

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The aggregate amount of underwriting compensation for the Class T Shares, Class S Shares, Class D Shares and Class I Shares, including distribution and stockholder servicing fees for each of the Class T Shares, Class S Shares and Class D Shares will not exceed the 10% cap on underwriting compensation imposed by FINRA. See “Description of Capital Stock.”

The fees listed above will be payable on a class-specific basis. Monthly cash distributions paid with respect to Class I Shares will be higher than those paid with respect to Class T Shares, Class S Shares or Class D Shares because distributions paid with respect to Class T Shares, Class S Shares or Class D Shares, including those issued pursuant to the distribution reinvestment plan will be reduced by the payment of the distribution and stockholder servicing fees. See “Questions and Answers About this Offering” and “Description of Capital Stock” for more information concerning the differences between the Class T Shares, Class S Shares or Class D Shares, and the Class I Shares.

Our Board

We operate under the direction of our board of directors, which has a fiduciary duty to act in the best interest of our stockholders. Our board of directors has approval rights over each potential investment recommended by our Advisor and oversees our operations. We currently have five directors, three of whom are independent directors. Our directors are elected annually by our stockholders. Our three independent directors serve on the conflicts committee of our board of directors, and this committee is required to review and approve all matters the board believes may involve a conflict of interest between us and Hines or its affiliates.

Our Advisor

Our Advisor, an affiliate of Hines, manages our day-to-day operations pursuant to the advisory agreement among us, our Advisor and the Operating Partnership, which we refer to as the Advisory Agreement. Our Advisor is responsible for identifying potential investments, acquiring real estate investments, structuring and negotiating financings, asset and portfolio management, executing asset dispositions, financial reporting, public reporting and other regulatory compliance, investor relations and other administrative functions. Our Advisor may contract with other Hines entities or third parties to perform or assist with these functions.

Conflicts of Interest

We rely on affiliates of Hines for our day-to-day operations and the selection of real estate investments. We pay substantial fees to these affiliates for these services. These affiliates are subject to conflicts of interest as a result of this and other relationships they have with us and other investment vehicles sponsored by Hines. For example, these relationships may provide an incentive for the Advisor to sell or not sell assets, or engage or not engage in other transactions such as a merger or listing. Considerations relating to compensation from us to the Advisor and its affiliates and related parties could result in decisions that are not in your best interests, which could result in a decline in the value of your investment. We also compete with affiliates of Hines, including Hines Global REIT, for tenants and investment opportunities, and some of those affiliates will have priority with respect to certain investment opportunities. Please see “Conflicts of Interest” beginning on page 137 and “Risk Factors—Risks Related to Potential Conflicts of Interests” beginning on page 71 for a more detailed description of the conflicts of interests, and the associated risks, related to our structure and ownership.

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Our Structure

The following chart illustrates our general structure and relationship with Hines and its affiliates as of July 1, 2018:

______________


(1)	Please see “Management Compensation” for a description of the payments we may make with respect to the Special OP Units held by our Advisor.


(2)	Please see “Conflicts of Interest” for a description of the other direct participation programs sponsored and managed by Hines and its affiliates.


(3)	Please see “Security Ownership of Certain Beneficial Owners and Management” for information concerning the number of shares of our common stock owned by our officers and directors as of July 1, 2018.

Summary Risk Factors

An investment in shares of our common stock involves significant risks. See “Risk Factors” beginning on page 36. These risks include, among others:


•	We have a limited prior operating history and the prior performance of other Hines affiliated entities may not be a good measure of our future results; therefore, there is no assurance we will be able to achieve our investment objectives.


•	Our charter does not require us to pursue a transaction to provide liquidity to our stockholders and there is no public market for our common shares; therefore, you must be prepared to hold your shares for an indefinite length of time and, if you are able to sell your shares, you will likely sell them at a substantial discount.


•	This is a blind pool offering and you will not have the opportunity to evaluate the additional investments we will make prior to purchasing shares of our common stock.

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•	This is a best efforts offering and as such, there is a risk that we will not be able to accomplish our business objectives and that the poor performance of a single investment will materially adversely affect our overall investment performance, if we are unable to raise substantial funds.

•

Distributions have exceeded earnings. Some or all of our distributions have been paid, and may continue to be paid, and during the offering phase, are likely to be paid at least partially from sources such as proceeds from our debt financings, proceeds from this offering, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. We have not placed a cap on the amount of our distributions that may be paid from any of these sources. If we continue to pay distributions from sources other than our cash flow from operations, we will have less funds available for the acquisition of properties, and your overall return may be reduced.

•


•	Due to the risks involved in the ownership of real estate investments, there is no assurance of any return on your investment and you may lose some or all of your investment.


•	International investment risks, including the burden of complying with a wide variety of foreign laws and the uncertainty of such laws, the tax treatment of transaction structures, political and economic instability, foreign currency fluctuations, and inflation and governmental measures to curb inflation may adversely affect our operations and our ability to make distributions.


•	If we internalize our management functions, we could incur adverse effects on our business and financial condition, including significant costs associated with becoming and being self-managed and the percentage of our outstanding common stock owned by our stockholders could be reduced.

•

Estimated Use of Proceeds

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advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. We funded 56%, 60% and 23% of total distributions for the years ended December 31, 2017, 2016 and 2015, respectively, with cash flows from financing activities, which may include offering proceeds. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. Please see “Estimated Use of Proceeds” beginning on page 83.

Management Compensation

Our Advisor, the holder of the Special OP Units, our Dealer Manager and their affiliates will receive the fees and expense reimbursements described below in connection with performing services for us. We do not intend to pay the Advisor or its affiliates any separate fees for property acquisitions, dispositions, financings or development, or adopt a long-term incentive plan, although our charter permits us to do so, subject to certain limitations. We will, however, reimburse the Advisor and its affiliates for out-of-pocket and other expenses related to the foregoing activities to the extent such expenses are paid by the Advisor.



Type and Recipient	Description and Method of Computation	Estimated Amount
	Organization and Offering Activities⁽¹⁾
Upfront Selling Commissions and Dealer Manager Fees⁽²⁾—our Dealer Manager	Our Dealer Manager will be entitled to receive upfront selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of gross offering proceeds from Class T Shares sold in the primary offering and upfront selling commissions of up to 3.5% of gross offering proceeds from Class S Shares sold in the primary offering. Our Dealer Manager may reallow all or a portion of the upfront selling commissions and dealer manager fees to participating broker dealers. No upfront selling commissions or dealer manager fees will be paid with respect to purchases of Class D Shares, Class I Shares or shares of any class sold pursuant to our distribution reinvestment plan.	The actual amount of upfront selling commissions and dealer manager fees will depend on the number of Class T Shares and Class S Shares sold in the primary offering. Aggregate upfront selling commissions will equal approximately $32.5 million if we sell the maximum amount in our primary offering, and aggregate dealer manager fees will equal approximately $2.5 million if we sell the maximum amount in our primary offering, assuming payment of the full upfront selling commissions and dealer manager fees and that 1/4 of our offering proceeds are from the sale of each of Class T Shares and Class S Shares.

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Type and Recipient	Description and Method of Computation	Estimated Amount
Distribution and Stockholder Servicing Fees⁽³⁾⁽⁴⁾—our Dealer Manager	Subject to FINRA limitations on underwriting compensation, we will pay our Dealer Manager distribution and stockholder servicing fees: ● with respect to our outstanding Class T Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class T Shares; ● with respect to our outstanding Class S Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class S Shares; and ● with respect to our outstanding Class D Shares, in an amount equal to up to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares. We will not pay distribution and stockholder servicing fees with respect to our outstanding Class I Shares.	Actual amounts depend upon the NAV per share of Class T Shares, Class S Shares and Class D Shares, the number of Class T Shares, Class S Shares and Class D Shares purchased and when such shares are purchased. For each of Class T Shares and Class S Shares, the distribution and stockholder servicing fees will equal approximately $4.8 million per annum if we sell the maximum amount. For Class D Shares, the distribution and stockholder servicing fees will equal approximately $1.3 million per annum if we sell the maximum amount. In each case, we are assuming that, in our primary offering, 1/4 of our offering proceeds are from the sale of Class T Shares, 1/4 of our offering proceeds are from the sale of Class S Shares and 1/4 of our offering proceeds are from the sale of Class D Shares, that the NAV per share of each of our Class T Shares, Class S Shares and Class D Shares remains constant at $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary.
	We will cease paying distribution and stockholder servicing fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the transfer agent, on our behalf, determines that the total upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.75% (or, in the case of shares sold through certain participating broker dealers, a lower limit as set forth in any applicable agreement between our Dealer Manager and a participating broker dealer) of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under our distribution reinvestment plan with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the distribution and stockholder servicing fees will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class T Share or Class S Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 5.44 years from the date of purchase and with respect to a Class D Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 35 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees and a constant NAV of $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary. Under these assumptions, if a stockholder holds his or her shares for these time periods, this fee with respect to a Class T Share or Class S Share would total approximately $0.54 and with respect to a Class D Share would total approximately $0.87.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	In addition, we will cease paying distribution and stockholder servicing fees with respect to Class T Shares, Class S Shares and Class D Shares on the earlier to occur of the following: (i) a listing of our common shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. Upon the earliest to occur of such events, our Class T Shares, Class S Shares and Class D Shares will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such shares. We will further cease paying the distribution and stockholder servicing fee on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon our dissolution, liquidation or the winding up of our affairs, or a merger or other extraordinary transaction to which we are a party and in which the Class T Shares, Class S Shares or Class D Shares, each as a class, are exchanged for cash or other securities. We cannot predict if or when this will occur for each Class T Share, Class S Share and Class D Share.

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Type and Recipient	Description and Method of Computation	Estimated Amount
Organization and Offering Expense Reimbursement ⁽³⁾⁽⁵⁾ —our Advisor	Our Advisor has agreed to advance all of our organization and offering expenses on our behalf, including expenses that are deemed issuer costs and certain expenses that are deemed underwriting compensation, such as legal, accounting, printing, mailing and filing fees and expenses, bona fide due diligence expenses of participating broker dealers and investment advisers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our transfer agent, fees paid by registered representatives associated with our Dealer Manager to attend retail seminars sponsored by participating broker dealers, costs associated with sponsoring conferences, including reimbursements for registered representatives associated with participating broker dealers to attend educational conferences sponsored by us or our Dealer Manager, reimbursements for customary lodging, meals and reasonable entertainment expenses and promotional items, technology costs and legal fees of our Dealer Manager, but excluding upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees through December 31, 2019. We will reimburse our Advisor for all such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to our initial public offering, ratably over the 60 months following December 31, 2019, to the extent reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. Following December 31, 2019, we will reimburse our Advisor for any organization and offering expenses that it incurs on our behalf as and when incurred to the extent that aggregate reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. Although the cap on reimbursements to our Advisor and its affiliates for cumulative organization and offering expenses is equal to 2.5% of the gross offering proceeds from our public offerings, we estimate that the total reimbursement that will be paid to our Advisor and its affiliates for cumulative organization and offering expenses incurred will be equal to approximately 1.17% of the maximum gross offering proceeds from the primary offering.	We estimate the reimbursement for our organization and offering expenses (excluding upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees) to be approximately $23.4 million if we sell the maximum offering amount.
	Investment Activities
Acquisition Expenses Reimbursement⁽⁶⁾—our Advisor	We do not intend to pay the Advisor any acquisition, financing (except interest payments to the lender in cases where the lender is an affiliate of the Advisor) or other similar fees in connection with making investments. We will, however, reimburse our Advisor for out-of-pocket expenses in connection with the selection, evaluation, structuring, acquisition, origination, financing and development of properties and real estate-related securities, whether or not such investments are acquired, and make payments to third parties or certain of the Advisor’s affiliates in connection with making investments as described in “—Fees for Other Services” below.	Not determinable at this time.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	Operational Activities
Asset Management Fee and Expense Reimbursements—our Advisor	We will pay our Advisor an asset management fee equal to 0.0625% per month of the value of our real estate investments at the end of each month. The value of our real estate investments at the end of each month is determined using the cost of our real estate investments at the end of each month; provided that if our board of directors has determined an NAV per share that includes the real estate investments on which the asset management fee is being calculated, the asset management fee with respect to those real estate investments will be equal to 0.0625% per month of the most recently determined value of such real estate investments at the end of each month. In no event will the asset management fee exceed an amount equal to 1/12th of 1.25% of our NAV at the end of the applicable month. The asset management fee may be paid, at the Advisor’s election, in cash, Class I Shares or Class I OP units. If our Advisor elects to receive any portion of its management fee in Class I Shares or Class I OP units, we may repurchase such Class I Shares or Class I OP units from the Advisor at a later date. Class I Shares and Class I OP units obtained by our Advisor in lieu of a cash asset management fee will not be subject to the 5% holding discount under our share redemption program, but will be subject to the monthly and quarterly volume limitations that exist under our share redemption program. Any such Class I Shares will be repurchased at the then-current redemption price under our share redemption program. The Operating Partnership will repurchase any such OP Units for cash in an amount determined in accordance with the Limited Partnership Agreement of the Operating Partnership, which generally will equal the aggregate NAV of such OP Units, unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or our charter, in which case such OP Units will be repurchased for shares of our common stock with an equivalent aggregate NAV. The Advisor and the holder of the Special OP Units will have the option of exchanging Class I Shares for an amount of Class T Shares, Class S Shares or Class D Shares with an equivalent aggregate NAV and will have registration rights with respect to shares of our common stock. In addition to the organization and offering expense and acquisition expense reimbursements described above, we will reimburse our Advisor for out-of-pocket costs and expenses that it incurs in connection with the services it provides to us, including, but not limited to, (i) the actual cost of goods and services used by us and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other services providers, and brokerage fees paid in connection with the purchase and sale of investments and securities, and (ii) expenses of managing and operating our properties, whether payable to an affiliate or a non-affiliated person. See “Management—Our Advisor and Our Advisory Agreement—Compensation.”	Not determinable at this time. Actual amounts of the asset management fee depend upon the cost of our real estate assets.

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Type and Recipient	Description and Method of Computation	Estimated Amount
Performance Participation Allocation—our Advisor	As long as the Advisory Agreement has not been terminated (including by means of non-renewal), our Advisor, as the holder of the Special OP Units will be entitled to a performance participation interest in the Operating Partnership that entitles it to receive an allocation from our Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount, with a Catch-Up (each term as defined below). Such allocation will be made annually and accrue monthly. Specifically, our Advisor will be allocated a performance participation in an amount equal to: ● First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such annual Excess Profits until the total amount allocated to our Advisor equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to our Advisor pursuant to this clause (this is commonly referred to as a “Catch-Up”); and ● Second, to the extent there are remaining Excess Profits 12.5% of such remaining Excess Profits. “Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accrued or paid (without duplication) on the OP Units outstanding at the end of such period since the beginning of the then-current calendar year, plus (ii) the change in aggregate NAV of such units since the beginning of the year, before giving effect to (x) changes resulting solely from the proceeds of issuances of OP Units, (y) any allocation/accrual to the performance participation interest and (z) applicable distribution and stockholder servicing fee expenses (including any payments made to us for payment of such expenses). For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such units. In addition, with respect to a year in which we complete a liquidity event, the calculation of Total Return will include any change in the aggregate NAV of the OP Units outstanding will be deemed to equal the difference between the aggregate NAV of such units at the beginning of the year and the aggregate value of such units determined in connection with such liquidity event.	Actual amounts of the performance participation allocation depend upon the Operating Partnership’s actual annual Total Return and, therefore, cannot be calculated at this time.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	“Hurdle Amount” for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the NAV of the OP Units outstanding at the beginning of the then-current calendar year and all OP Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such units and all issuances of OP Units over the period. The ending NAV of the OP Units used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the performance participation interest and applicable distribution and stockholder servicing fee expenses. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any OP Units repurchased during such period, which units will be subject to the performance participation allocation upon repurchase as described below. Except as described in Loss Carryforward Amount below, any amount by which Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods. “Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any OP Units repurchased during such year, which units will be subject to the performance participation allocation upon repurchase as described below. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the performance participation allocation.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	Our Advisor will also be allocated a performance participation with respect to all OP Units that are repurchased at the end of any month (in connection with redemptions of our shares in our share redemption program) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation. Distributions on the performance participation interest may be payable in cash or Class I OP units at the election of our Advisor. If our Advisor elects to receive such distributions in Class I OP Units, then our Advisor may request the Operating Partnership to repurchase such OP Units from our Advisor at a later date. Any such repurchase requests will not be subject to the 5% holding discount under our share redemption program but will be subject to the monthly and quarterly volume limitations that exist under our share redemption program. The Operating Partnership will repurchase any such OP Units for cash in an amount determined in accordance with the Limited Partnership Agreement of the Operating Partnership, which generally will equal the aggregate NAV of such OP Units, unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or our charter, in which case such OP Units will be repurchased for shares of our common stock with an equivalent aggregate NAV. See “The Operating Partnership—Special OP Units.”
Property Management Fee—Hines or its Affiliates	Customary property management fees if Hines or an affiliate is our property manager. Such fees will be paid in an amount that is usual and customary in that geographic area for that type of property. We expect such fee could range from 2.5% to 4.0% of the annual gross revenues for our properties.⁽⁷⁾⁽⁸⁾	Not determinable at this time.
Leasing Fee—Hines or its Affiliates	Customary leasing fees if Hines or an affiliate is our primary leasing agent. Such fees will be paid in an amount that is usual and customary in that geographic area for that type of property. We expect such fee could range from 1% to 3% of the annual gross rent paid under a lease.⁽⁷⁾⁽⁸⁾	Not determinable at this time.
Tenant Construction Management Fees—Hines or its Affiliates	Amount payable by the tenant under its lease or, if payable by the landlord, direct costs incurred by Hines or an affiliate if the related services are provided by off-site employees.⁽⁹⁾	Not determinable at this time.
Re-development Construction Management Fees—Hines or its Affiliates	Customary re-development construction management fees if Hines or its affiliates provide such services. Such fees will be paid in an amount that is usual and customary in the geographic area for that type of property. We expect such fee could range from 3% to 6% of the total projected re-development or construction cost.⁽⁷⁾	Not determinable at this time.

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Type and Recipient	Description and Method of Computation	Estimated Amount
Fees for Other Services—Affiliates of our Advisor	We may retain certain of the Advisor’s affiliates, from time to time, for services relating to our investments or our operations, which may include corporate services, statutory services, transaction support services (including but not limited to coordinating with brokers, lawyers, accountants and other advisors, assembling relevant information, conducting financial and market analyses, and coordinating closing procedures) and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance (including but not limited to budget preparation and preparation and maintenance of corporate models), treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters. Any fees paid to our Advisor’s affiliates for any such services will not reduce the asset management fee. Any such arrangements will be at market rates.	Actual amounts depend on whether affiliates of our Advisor are actually engaged to perform such services.

______________


(1)	The total compensation related to our organization and offering activities, which includes upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and organization and offering expenses will not exceed 15% of the gross offering proceeds.

(2)

Upfront selling commissions and dealer manager fees for sales of Class T Shares and Class S Shares may be reduced or waived in connection with volume discounts. See “Plan of Distribution—Underwriting Terms—Front-End Selling Commissions and Discounts (Class T Shares and Class S Shares)” and “—Dealer Manager Fees (Class T Shares).” If all shares sold in this offering are Class S Shares, our total upfront selling commissions would be approximately $70 million if we raise the maximum offering, assuming that the maximum upfront selling commission is paid for each share sold in our primary offering and no shares are issued pursuant to our distribution reinvestment plan.

(3)

We also will cease paying distribution and stockholder servicing fees at the date following the completion of the primary portion of this offering at which total underwriting compensation from any source in connection with this offering equals 10% of the gross proceeds from our primary offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan). This limitation is intended to ensure that we satisfy the FINRA requirement that total underwriting compensation paid in connection with this offering does not exceed 10% of the gross proceeds of our primary offering.

(4)

In calculating our distribution and stockholder servicing fee, we will use our NAV before giving effect to accruals for the distribution and stockholder servicing fee or distributions payable on our shares. If all shares sold in this offering are Class S Shares, our total annual distribution and stockholder servicing fees would be approximately $19.3 million if we raise the maximum offering, assuming that our NAV per share for Class S Shares is $9.91, which is our NAV per share as of June 30, 2018 and no shares are issued pursuant to our distribution reinvestment plan. We expect our NAV per share will vary.

(5)

These amounts represent estimated expenses incurred in connection with our organization and this offering. Under no circumstances may our total organization and offering expenses (including upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and due diligence expenses) exceed 15% of the gross proceeds from this offering. Any organization and offering expenses that are deemed underwriting expenses will be subject to the FINRA requirement that total underwriting compensation paid in connection with the offering does not exceed 10% of the gross proceeds of our primary offering. As a result of the 2.5% cap on reimbursement as a percentage of gross offering proceeds, we have not been obligated to reimburse our Advisor for all organization and offering expenses our Advisor had incurred in connection with our public offerings. After December 31, 2019, we expect to reimburse our Advisor ratably for the cumulative organization and offering expenses incurred by our Advisor in connection with our public offerings, including

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those incurred in prior periods related to our initial public offering, to the extent such expenses do not exceed 2.5% of gross offering proceeds from our public offerings. From inception through March 31, 2018, we had reimbursed our Advisor $10.2 million in organization and offering expenses out of $16.4 million incurred by our Advisor.

(6)

We will pay all expenses incurred in connection with the acquisition of our investments, including legal and accounting fees and expenses, brokerage commissions payable to unaffiliated third parties, travel expenses, costs of appraisals (including independent appraisals), nonrefundable option payments on property not acquired, engineering, due diligence, transaction support services, title insurance and other expenses related to the selection and acquisition of investments, whether or not acquired. While most of the acquisition expenses are expected to be paid to third parties, a portion of the out-of-pocket acquisition expenses may be paid or reimbursed to our Advisor or its affiliates. Acquisition expenses will in no event exceed 6% of the gross purchase price of the property.


(7)	Such fees must be approved by a majority of our independent directors as being fair and reasonable and on terms and conditions not less favorable than those available from unaffiliated third parties.


(8)	Property management fees and leasing fees for international acquisitions may differ from our domestic property management fees and leasing fees due to differences in international markets, but in all events the fees shall be paid in compliance with our charter, and fees paid to Hines and its affiliates shall be approved by a majority of our independent directors.


(9)	These fees relate to construction management services for improvements and build out tenant space.

Our Total Operating Expenses, including any performance participation allocation made to our Advisor with respect to its performance participation interest in the Operating Partnership, will be limited during any four fiscal quarters to the greater of (a) 2.0% of our Average Invested Assets and (b) 25.0% of our Net Income. This limit may be exceeded only if our independent directors have made a finding that, based on such unusual and non-recurring factors as they deem sufficient, a higher level of expenses is justified, and such finding is recorded in the minutes of a meeting of the independent directors. For purposes of these limits:

•

“Total Operating Expenses” are all costs and expenses paid or incurred by us, as determined under generally accepted accounting principles, including the asset management fee and the performance participation allocation, but excluding: (i) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and listing of our capital stock, (ii) property-level expenses incurred at each property, (iii) interest payments, (iv) taxes, (v) non-cash expenditures such as depreciation, amortization and bad debt reserves, (vi) incentive fees paid in compliance with our charter, (vii) acquisition fees and acquisition expenses related to the selection and acquisition of assets, whether or not a property is actually acquired, (viii) real estate commissions on the sale of property and (ix) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property).

•

“Average Invested Assets” means, for any period, the average of the aggregate book value of our assets, invested, directly or indirectly, in equity interests in and loans secured by real estate, including all properties, mortgages and real estate-related securities and consolidated and unconsolidated joint ventures or other partnerships, before deducting depreciation, amortization, impairments, bad debt reserves or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.


•	“Net Income” means, for any period, total revenues applicable to such period, less the total expenses applicable to such period other than additions to, or allowances for, non-cash charges such as depreciation, amortization, impairments and reserves for bad debt or other similar non-cash reserves.

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The table below outlines fees and expense reimbursements incurred that were payable by us to Hines and its affiliates for the periods indicated below (in thousands):



	Incurred During the Three Months Ended March 31,		Incurred During the Years Ended December 31,				Unpaid as of
Type and Recipient	2018		2017		2016		March 31, 2018		December 31, 2017
Selling Commissions- Dealer Manager	$	—	$	4,021	$	5,339	$	—	$	—
Dealer Manager Fee- Dealer Manager	—		1,744		3,017		—		—
Distribution & Stockholder Servicing Fees- Dealer Manager	—		4,947		4,858		7,456		8,249
Organization and Offering Costs- the Advisor	503		4,753		3,107		6,231		5,728
Acquisition Fees- the Advisor⁽¹⁾	—		6,741		5,704		2		2
Asset Management Fees- the Advisor⁽²⁾	1,206		4,940		948		1,405		1,561
Other⁽³⁾- the Advisor	392		1,827		1,183		272		464
Performance Participation Allocation- the Advisor⁽⁴⁾	1,591		251		—		1,591		251
Interest Expense- Hines⁽⁵⁾	187		676		64		197		10
Property Management Fees- Hines	211		858		265		22		37
Construction Management Fees- Hines	112		236		—		6		19
Leasing Fees- Hines	84		263		—		91		17
Expense Reimbursement- Hines (with respect to management and operations of our properties)	478		1,599		675		130		304
Total	$	4,764	$	32,856	$	25,160	$	17,403	$	16,642

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(1)	As of the commencement of this offering, we no longer pay acquisition fees to the Advisor.


(2)	The Advisor did not waive any asset management fees payable to it during the three months ended March 31, 2018 and the year ended December 31, 2017 and waived $1.3 million in asset management fees payable to it during the year ended December 31, 2016.


(3)	Includes amounts our Advisor paid on our behalf such as general and administrative expenses and acquisition-related expenses. These amounts are generally reimbursed to our Advisor during the month following the period in which they are incurred.

(4)

As of December 6, 2017, through its ownership of the Special OP Units in the Operating Partnership, our Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership's total return. Total return is defined as distributions paid or accrued plus the change in net asset value of the Company's shares of common stock for the applicable period. This performance participation allocation is subject to investors earning a 5% return, after considering the effect of any losses carried forward from the prior period (as defined in the Operating Partnership agreement). The performance participation allocation accrues monthly and is payable after the completion of each calendar year. See “Management Compensation—Performance Participation Allocation.”


(5)	Includes amounts paid related to the Hines Credit Facility. See “Our Real Estate Investments—Our Permanent Debt” for a description of this credit facility.

In addition, we pay our independent directors certain fees and reimburse independent directors for certain out-of-pocket expenses, including for their attendance at board or committee meetings. Please see “Management—Compensation of Directors.” Additionally, if we borrow any funds from our Advisor or its affiliates or if our Advisor or its affiliates defer any fees, we may pay them interest at a competitive rate. Any such transaction must be approved by a majority of our independent directors.

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For a more complete description of all of the fees, expense reimbursements and other payments payable to our Advisor and its affiliates, please see the “Management Compensation” section of this prospectus. Subject to limitations in our charter, such fees, expense reimbursements and other payments payable to our Advisor and its affiliates may increase or decrease during this offering or future offerings from those described above if such revision is approved by a majority of our independent directors.

Description of Capital Stock

Distribution Objectives

In order to qualify as a REIT for federal income tax purposes, we must distribute at least 90% of our taxable income (excluding capital gains) to our stockholders. We intend, although we are not legally obligated, to make regular monthly distributions to holders of our common shares initially at least at the level required to maintain our REIT status unless our results of operations, our general financial condition, general economic conditions or other factors prohibit us from doing so. Distributions are authorized at the discretion of our board of directors, which will be influenced by our intention to comply with the REIT requirements of the Internal Revenue Code of 1986, as amended, or the Code.

From October 1, 2014 through December 31, 2017, with the authorization of our board of directors, we have declared distributions as of daily record dates and paid them on a monthly basis. Since January 2018, we have and intend to continue to declare distributions as of monthly record dates and pay them on a monthly basis. With the authorization of our board of directors, we declared monthly distributions from January 2018 through June 2018 at a gross distribution rate of $0.05083 per month for each share class less any applicable distribution and stockholder servicing fees. All distributions paid to date were paid in cash or reinvested in shares of our common stock for those participating in our distribution reinvestment plan and have been paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to our distribution reinvestment plan were or will be reinvested in shares of the same class as the shares on which the distributions are made. Some or all of the cash distributions may be paid from sources other than cash flows from operations.


1.	With the authorization of our board of directors, we declared distributions as of daily record dates and paid them on a monthly basis through December 31, 2017. Beginning in January 2018, we have and intend to continue to declare distributions as of monthly record dates and pay them on a monthly basis.


2.	We have not generated and we may continue to be unable to generate sufficient cash flows from operations to fully fund distributions paid. Therefore, some or all of our distributions have been and may continue to be paid, and during the offering phase, are likely to be paid at least partially from other sources, such as proceeds from our debt financings,

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proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. See “Description of Capital Stock— Distribution Objectives” for additional information concerning our distributions.

As mentioned above, we intend to continue to pay distributions on a monthly basis unless our results of operations, our general financial condition, general economic conditions or other factors prohibit us from doing so. The timing and amount of distributions will be determined by our board of directors, in its discretion, and may vary from time to time. Distributions cannot be guaranteed. We have not generated sufficient cash flow from operations to fully fund distributions. Therefore, our distributions have been paid and may continue to be paid, and during the offering phase, are likely to be paid at least partially from sources such as proceeds from our debt financings, proceeds from this offering, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. For example, we funded 15%, 56%, 60% and 23% of total distributions for the quarter ended March 31, 2018 and the years ended December 31, 2017, 2016 and 2015, respectively, with cash flows from financing activities, which may include offering proceeds. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets.

Cash Distributions



	Stockholders						Sources⁽¹⁾
Distributions for the Three Months Ended	Cash Distributions		Distributions Reinvested		Total Declared		Cash Flows From Operating Activities
2018
March 31, 2018	2,544		2,970		5,514		4,674		85	%
Total	$	2,544	$	2,970	$	5,514	$	4,674	85	%
2017
December 31, 2017	$	2,636	$	3,005	$	5,641	$	—	—	%
September 30, 2017	2,532		2,901		5,433		3,869		71	%
June 30, 2017 ⁽²⁾	2,225		2,565		4,790		4,793		100	%
March 31, 2017 ⁽³⁾	1,833		2,076		3,909		—		—	%
Total	$	9,226	$	10,547	$	19,773	$	8,662	44	%

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(1)	Includes distributions paid to noncontrolling interests.


(2)	Includes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017.


(3)	Includes distributions declared as of daily record dates for the three months ended March 31, 2017, but excludes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017. These April 2017 distributions were paid in cash or reinvested in shares on May 1, 2017.

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From inception through March 31, 2018, we declared distributions to our stockholders totaling $38.4 million, compared to total aggregate funds from operations, or FFO of $18.2 million and our total aggregate net loss of $24.1 million for that period. Although we ceased paying acquisition fees to our Advisor in December 2017, during our offering and investment stages, we will continue to incur acquisition expenses in connection with our real estate investments. Acquisition fees and expenses were recorded as reductions to net income (loss) and FFO prior to the adoption of Accounting Standards Update (“ASU”) 2017–01. From inception through January 1, 2018 (the date we adopted ASU 2017–01) we incurred acquisition fees and expenses totaling $23.3 million, which reduced net income and FFO.

Our Advisor agreed to waive the asset management fee otherwise payable to it pursuant to our Advisory Agreement for the fourth quarter of 2014, each of the quarters in 2015 and 2016 to the extent that our MFFO for each respective quarter, as disclosed in our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, amounted to less than 100% of the aggregate distributions declared for such quarter. Pursuant to this waiver agreement, our Advisor waived $1.3 million, $0.6 million, and $16,000 in asset management fees payable to it during the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. Our Advisor also agreed to waive the asset management fees otherwise payable to it for the quarter ended March 31, 2017 to the extent that our MFFO for such quarter, as reduced to reflect the distribution and stockholder servicing fees payable for such quarter, as disclosed in our Quarterly Report on Form 10-Q, amounted to less than 100% of the aggregate distributions declared to our stockholders for that quarter. Since December 31, 2016, there have been no waivers of the asset management fee.

See “Selected Financial Data” for more information concerning our FFO and MFFO, including a reconciliation of net loss to FFO and MFFO.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan, pursuant to which, if you subscribe for shares pursuant to this offering, your distributions will be automatically reinvested in additional whole or fractional common shares, unless you are a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Nebraska, New Jersey, Ohio or Washington, are a client of a participating broker dealer that does not permit automatic enrollment in the distribution reinvestment plan, or you elect not to become a participant by noting such election on your subscription agreement. If you are a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Nebraska, New Jersey, Ohio or Washington, or a client of a participating broker dealer that does not permit automatic enrollment in the distribution reinvestment plan, you may choose to enroll as a participant in our distribution reinvestment plan by noting such election on your subscription agreement.

If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you own will be automatically invested in additional shares of the same class of shares. The purchase price for shares purchased under our distribution reinvestment plan will equal the transaction price applicable to the class of shares being acquired at the time the distribution is payable. Stockholders will not pay upfront selling commissions or dealer manager fees in connection with shares purchased pursuant to our distribution reinvestment plan; however, distributions with respect to all outstanding Class T Shares, Class S Shares and Class D Shares, including those purchased pursuant to our distribution reinvestment plan, will be reduced by ongoing distribution and stockholder servicing fees. Participants may terminate their participation in the distribution reinvestment plan at any time by providing us with 10 days’ written notice. If you participate in the distribution reinvestment plan and are subject to federal income taxation, you may incur a tax liability for distributions allocated to you even though you have elected not to receive the distributions in cash but rather to have the distributions withheld and reinvested in common shares. As a result, you may have a tax liability without receiving cash distributions to pay such liability and would have to rely solely on sources of funds other than our distributions in order to pay your taxes. A majority of our board of directors may amend or terminate the distribution reinvestment plan for any reason at any time upon 10 days’ prior notice to plan participants, which notice will be made via a current report on Form 8-K filed with the SEC; provided, however, our board of directors will not be permitted to amend the distribution reinvestment plan if such amendment would eliminate plan participants’ ability to withdraw from the plan at least annually. Please see the “Description of Capital Stock—Distribution Reinvestment Plan” section of this prospectus for further

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explanation of our distribution reinvestment plan, a complete copy of which is included as Appendix B to this prospectus.

Share Redemption Program

We offer a share redemption program which may provide you with the ability to have all or a portion of the shares you purchased from us or received through a non-cash transaction, not in the secondary market, repurchased, subject to certain restrictions and limitations more fully discussed in the “Description of Capital Stock—Share Redemption Program” portion of this prospectus. Our share redemption program is applicable to all shares of our common stock.

Subject to the limitations of and restrictions on the program, and subject to funds being available as described below, shares redeemed under the share redemption program will be redeemed at a price equal to the transaction price, which generally will be equal to the most recently determined NAV per share applicable to the class of shares being redeemed and most recently disclosed by us in a public filing with the SEC (subject to the 5% holding discount described below). Under our share redemption program we may redeem during any calendar month common shares (including IPO Shares) whose aggregate value (based on the transaction price per share in effect when the redemption is effected) is 2% of our aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the transaction price per share in effect when the redemption is effected) is up to 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter. During a given quarter, if in each of the first two months of such quarter the 2% repurchase limit is reached and stockholders’ redemptions are reduced pro rata for such months, then in the third and final month of that quarter, the applicable limit for such month will likely be less than 2% of our aggregate NAV as of the last calendar day of the previous month because the redemptions for that month, combined with the redemptions in the previous two months, cannot exceed 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

There is no minimum holding period for your shares and you can request that we redeem your shares at any time. However, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price that would otherwise apply; provided, that, the period that a share was held prior to being converted into a share of another class pursuant to our charter will count toward the total hold period for such share, as converted. Upon request, we may waive the 5% holding discount in the case of the death or disability of a stockholder. The 5% holding discount also will be waived with respect to shares issued pursuant to our distribution reinvestment plan and any shares that we issue as stock dividends.

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distributions per share equal to such per share amount upon our liquidation or sale; (iii) shares of our common stock would trade at such per share amount on a national securities exchange; or (iv) a third party would offer such per share amount in an arm’s-length transaction to purchase all or substantially all of our shares of common stock. Please see the “Description of Capital Stock—Share Redemption Program” section of this prospectus for further explanation of our share redemption program and the procedure to be followed to request redemption or to withdraw a redemption request.

Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Although these exemptions will be available to us, they will not have a material impact on our public reporting and disclosure. We are deemed a “non-accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act, and as a non-accelerated filer, we are permanently exempt from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In addition, because we have no employees, we do not have any executive compensation or golden parachute payments to report in our periodic reports and proxy statements.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1.0 billion (subject to adjustment for inflation), (ii) December 31, 2019, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt, or (iv) the date on which we are deemed a “large accelerated filer” under the Exchange Act.

Under the JOBS Act, emerging growth companies can also delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. We are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Investment Company Act of 1940 Exclusions

We intend to conduct the operations of Hines Global and its subsidiaries so that none of them will be required to register as an investment company under the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. Excluded from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

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We plan to conduct our businesses primarily through the Operating Partnership, a majority-owned subsidiary, and expect to establish other direct or indirect majority-owned subsidiaries to carry out specific activities; however, Hines Global may also make investments directly. Although we reserve the right to modify our business methods at any time, at the time of this offering we expect the focus of our business will involve investments in real estate, buildings, and other assets that can be referred to as “sticks and bricks” and therefore we will not be an investment company under Section 3(a)(1)(A) of the Investment Company Act. We may also invest in other real estate investments and intend to otherwise be considered to be in the real estate business. Both we and the Operating Partnership intend to conduct our operations so that they do not hold investment securities in excess of the limit imposed by the 40% test and will not hold ourselves out as being engaged primarily or actually engage in the business of investing in securities. Therefore, we expect that we and the Operating Partnership will not be subject to regulation as an investment company under the Investment Company Act. The securities issued to the Operating Partnership and to Hines Global by their respective majority-owned subsidiaries that are neither investment companies nor relying on Sections 3(c)(1) or (7) of the Investment Company Act, as discussed above, will not be investment securities for the purpose of this 40% test.

We may in the future organize special purpose subsidiaries of the Operating Partnership that will rely on Section 3(c)(7) for their Investment Company Act exclusion and, therefore, the Operating Partnership’s interest in each of these subsidiaries would constitute an “investment security” for purposes of determining whether the Operating Partnership satisfies the 40% test. However, as stated above, we expect that even in such a situation most of our other majority-owned subsidiaries will not meet the definition of investment company or, if they meet that definition, they will not rely on the exclusions under either Section 3(c)(1) or 3(c)(7) of the Investment Company Act. Consequently, we expect that our interests in these subsidiaries (which we expect will constitute a substantial majority of our assets) will not constitute investment securities, and we expect to be able to conduct our operations so that we are not required to register as an investment company under the Investment Company Act, even if some special purpose subsidiaries do rely on Section 3(c)(7).

One or more of our subsidiaries or subsidiaries of the Operating Partnership may seek to qualify for an exclusion from the definition of investment company under the Investment Company Act pursuant to other provisions of the Investment Company Act, such as Section 3(c)(5)(C) which is available for entities “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion, as interpreted by the staff of the SEC, generally requires that at least 55% of an entity’s portfolio be comprised of qualifying interests and the remaining 45% of the entity’s portfolio consist primarily of real estate-type interests (as such terms have been interpreted by the staff of the SEC). We expect our subsidiaries relying on this exclusion to rely on guidance published by the SEC or the staff of the SEC or on our own analyses of guidance published with respect to other types of assets to determine which assets are qualifying interests and real estate-type interests.

In August 2011, the SEC solicited public comment on a wide range of issues related to Section 3(c)(5)(C), including the nature of the assets that qualify for purposes of the exclusion and whether mortgage REITs should be regulated in a manner similar to investment companies. There can be no assurance that the laws and regulations governing the Investment Company Act status of REITs (and/or their subsidiaries), including the guidance of the SEC or its staff regarding this exclusion, will not change in a manner that adversely affects our operations. To the extent that the SEC or its staff publishes new or different guidance with respect to these matters, we may be required to adjust our strategy accordingly. Any additional guidance could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

We will monitor our holdings and those of our subsidiaries to ensure continuing and ongoing compliance with these tests, and we will be responsible for making the determinations and calculations required to confirm our compliance with these tests. If the SEC or its staff does not agree with our determinations, we may be required to adjust our activities, those of the Operating Partnership, or other subsidiaries.

Qualification for these exclusions could affect our ability to acquire or hold investments, or could require us to dispose of investments that we might prefer to retain in order to remain qualified for such exclusions. Changes in current policies by the SEC and its staff could also require that we alter our business activities for this purpose. If

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we or our subsidiaries fail to maintain an exclusion from the Investment Company Act, we could, among other things, be required either to (i) change the manner in which we conduct our operations to avoid being required to register as an investment company, (ii) effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so, or (iii) register as an investment company, any of which would negatively affect the value of shares of our common stock the sustainability of our business model, and our ability to make distributions. For a discussion of certain risks associated with the Investment Company Act, please see “Risk Factors.”

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RISK FACTORS

You should carefully read and consider the risks described below, together with all other information in this prospectus, before you decide to buy our common shares. We encourage you to keep these risks in mind when you read this prospectus and evaluate an investment in us. If certain of the following risks actually occur, it could have a material adverse effect on our business, financial condition, and results of operations and our ability to pay distributions would likely suffer materially or could be eliminated entirely. As a result, the value of our common shares may decline, and you could lose all or part of the money you paid to buy our common shares.

Risks Related to Investing in this Offering

We have a limited prior operating history, and the prior performance of other Hines affiliated entities may not be a good measure of our future results; therefore there is a higher risk that we will not be able to achieve our investment objectives compared to a real estate investment trust with a significant operating history.

We have a limited prior operating history. As a result, an investment in our shares of common stock may entail more risk than the shares of common stock of a real estate investment trust with a significant operating history and we may not be able to achieve our investment objectives. In addition, you should not rely on the past performance of investments by other investment vehicles sponsored by Hines to predict our future results. Our investment strategy and key employees may differ from the investment strategies and key employees of our affiliates in the past, present and future.

We offer a share redemption program for you if you are seeking liquidity of your shares. However, there is no public market for our common shares; therefore, it will be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a discount to the price you paid.

There is no public market for our common shares, and we do not expect one to develop. We have a share redemption program which is limited in terms of the amount of shares which may be redeemed. It will therefore be difficult for you to sell your shares of common stock promptly or at all. Additionally, our charter contains restrictions on the ownership and transfer of our shares, and these restrictions may limit your ability to sell your shares. If you are able to sell your shares, you may only be able to sell them at a discount from the price you paid. Any redemptions of shares will be at a price equal to the transaction price of the class of shares being redeemed on the date of redemption (which generally will be equal to the most recently determined NAV per share applicable to the class of shares being redeemed and most recently disclosed by us in a public filing with the SEC), and not based on the price at which you initially purchased your shares. Subject to limited exceptions, shares redeemed within one year of the date of issuance will be redeemed at 95% of the transaction price. As a result, you may receive less than the price you paid for your shares when you sell them to us pursuant to our share redemption program. In addition, you may experience substantial losses if we dispose of our assets or in connection with a liquidation event. We cannot assure you that your shares will ever appreciate in value to equal the price you paid for your shares. Thus, prospective stockholders should consider our common shares as illiquid and a long-term investment, and you must be prepared to hold your shares for an indefinite length of time. Please see “Description of Capital Stock—Restrictions on Transfer” herein for a more complete discussion on certain restrictions regarding your ability to transfer your shares.

This is a blind pool offering and you will not have the opportunity to evaluate our future investments prior to purchasing shares of our common stock.

You will not be able to evaluate the economic merits, transaction terms or other financial or operational data concerning our future investments prior to purchasing shares of our common stock. In addition, our investment policies and strategies are very broad and permit us to invest in all types of properties and other real estate investments. You must rely on our Advisor and our board of directors to implement our investment policies, to evaluate our investment opportunities and to structure the terms of our investments. Because you cannot evaluate our future investments in advance of purchasing shares of our common stock, a “blind pool” offering may entail more risk than other types of offerings. This additional risk may hinder your ability to achieve your personal investment objectives related to portfolio diversification, risk-adjusted investment returns and other objectives.

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This offering is a “best efforts” offering and if we are unable to raise substantial additional funds, we will be limited in the number and type of investments we may make which could negatively impact an investment in shares of our common stock.

This offering is being made on a “best efforts” basis, whereby the broker dealers participating in this offering are only required to use their best efforts to sell shares of our common stock and have no firm commitment or obligation to purchase any of the shares of our common stock. As a result, the amount of proceeds we raise in this offering may be substantially less than the amount we would need to achieve a diversified industrial portfolio. Our inability to raise substantial additional funds would increase our fixed operating expenses as a percentage of gross income, and our financial condition and ability to make distributions could be adversely affected. From inception through July 1, 2018, we received gross proceeds of approximately $417.5 million from the sale of 42.6 million shares of our common stock through our public offerings, including proceeds from our distribution reinvestment plan and have acquired eight real estate investments. If we are unable to sell a significant number of the shares being offered in this offering, we are more likely to focus on making investments in loans and real estate related entities, resulting in less diversification in terms of the number of investments owned, the geographic regions in which our property investments are located and the types of investments that we make. As a result, the likelihood increases that any single investment’s poor performance would materially affect our overall investment performance.

The availability and timing of distributions to our stockholders is uncertain and cannot be assured.

There is no assurance that distributions will continue to be authorized and paid. We cannot assure you that we will have sufficient cash to pay distributions to you or that the amount of any such distributions will increase over time. In addition, the distribution and stockholder servicing fees payable with respect to Class T Shares, Class S Shares and Class D Shares will reduce the amount of funds available for distribution with respect to all Class T Shares, Class S Shares and Class D Shares, as applicable (including Class T Shares, Class S Shares and Class D Shares issued pursuant to our distribution reinvestment plan). Further, because the distribution and stockholder servicing fees payable with respect to Class T Shares and Class S Shares are higher than those payable with respect to Class D Shares, distributions with respect to Class T Shares and Class S Shares will be lower than distributions with respect to Class D Shares; also, because there are no distribution and stockholder servicing fees payable with respect to Class I Shares, distributions with respect to Class T Shares, Class S Shares and Class D Shares will be lower than distributions with respect to Class I Shares. Should we fail for any reason to distribute at least 90% of our REIT taxable income, we would not qualify for the favorable tax treatment accorded to REITs.

We have, may continue, and during the offering phase, are likely to pay distributions from sources other than our cash flow from operations, including advances, deferrals or waivers of fees from our Advisor or affiliates, borrowings, proceeds of this offering and/or proceeds from the sale of assets. We have not placed a cap on the amount of our distributions that may be paid from any of these sources. The use of sources other than our cash flow from operations to fund distributions could adversely impact our ability to pay distributions in future periods, decrease the amount of cash we have available for operations and new investments and/or potentially impact the value or result in dilution of your investment.

During the offering phase and from time to time thereafter, our cash flow from operations may be insufficient to fund distributions to stockholders. Our organizational documents permit us to make distributions from any source and we may choose to pay distributions when we do not have sufficient cash flow from operations to fund such distributions. We may choose to use advances, deferrals or waivers of fees, if available, from our Advisor or affiliates, borrowings and/or proceeds of this offering or other sources to fund distributions to you. For example, for the years ended December 31, 2017, 2016 and 2015, respectively, we funded 56%, 60% and 23% of total distributions with cash flows from financing activities, which may include offering proceeds. In addition, our Advisor agreed to waive the asset management fee otherwise payable to it pursuant to our Advisory Agreement for the fourth quarter of 2014, each of the quarters in 2015 and 2016 to the extent that our MFFO for each respective quarter, as disclosed in our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, amounted to less than 100% of the aggregate distributions declared for such quarter. Pursuant to this waiver agreement, our Advisor waived $1.3 million, $0.6 million, and $16,000 in asset management fees payable to it during the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. Our Advisor also agreed to waive the asset management fees otherwise payable to it for the quarter ended March 31, 2017 to the

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extent that our MFFO for such quarter, as reduced to reflect the distribution and stockholder servicing fees payable for such quarter, as disclosed in our Quarterly Report on Form 10-Q, amounted to less than 100% of the aggregate distributions declared to our stockholders for that quarter. Since December 31, 2016, there have been no waivers of the asset management fee. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. However, our Advisor and affiliates are under no obligation to advance funds to us or to defer or, subsequent to the first quarter of 2017, to continue to waive fees in order to support our distributions. When we pay distributions in excess of earnings and we use cash flows from financing activities, including offering proceeds and borrowings, to fund distributions, then we have less funds available for operations and for acquiring properties and other investments, which could adversely impact our ability to pay distributions in future periods, may reduce your overall return and may result in the dilution of your investment. In addition, our Advisor or its affiliates could choose to receive shares of our common stock or OP Units in lieu of cash or deferred fees or the repayment of advances to which they are entitled, and the issuance of such securities may dilute your interest in us. Furthermore, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize capital gain.

We have incurred net losses on a GAAP basis in the past and may continue to incur such losses in the future.

For the years ended December 31, 2017 and 2016, we incurred net losses, on a GAAP basis, of approximately $17.2 million and $11.3 million, respectively. As a result of these losses, we had accumulated distributions in excess of earnings balances, on a GAAP basis, of approximately $68.2 million and $31.2 million, respectively, as of December 31, 2017 and 2016. Our net losses and the related accumulated distributions in excess of earnings balances for these periods are largely attributable to depreciation and amortization of our real estate investments as well as acquisition-related fees and expenses that are incurred while we are in the acquisition phase of our life cycle. Therefore, we may continue to incur net losses and accumulated distributions in excess of earnings balances in the future.

Additionally, we have incurred other comprehensive losses, on a GAAP basis, of approximately $9.5 million and $12.7 million, for the years ended December 31, 2017 and 2016 respectively. These amounts relate to translating the financial statements of our international subsidiaries into U.S. dollars for financial reporting purposes and represent changes in the exchange rates between the functional currencies of these subsidiaries and the U.S. dollar. For the three months ended March 31, 2018, we recorded $2.7 million of other comprehensive income related to these subsidiaries. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2018 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, both incorporated by reference into this prospectus, for additional information regarding our operations.

Payments to the holders of OP Units will reduce cash available for distribution to our stockholders.

An affiliate of Hines has received OP Units in return for its $190,000 contribution to the Operation Partnership. Our Advisor or its affiliates may also choose to receive OP Units in lieu of certain fees. The holders of all OP Units will be entitled to receive cash from operations pro rata with the distributions being paid to us and such distributions to the holder of the OP Units will reduce the cash available for distribution to our stockholders.

Payments to our Advisor in respect of any common stock or OP Units it elects to receive in lieu of fees or distributions will dilute future cash available for distribution to our stockholders.

Our Advisor may choose to receive our common shares or OP Units in lieu of certain fees or distributions. The holders of all OP Units will be entitled to receive cash from operations pro rata with the distributions being paid to us and such distributions to the holders of OP Units will reduce the cash available for distribution to us and to our stockholders. Furthermore, under certain circumstances the OP Units held by our Advisor are required to be repurchased, in cash at our Advisor’s election, and there may not be sufficient cash to make such a repurchase payment; therefore, we may need to use cash from operations, borrowings, offering proceeds or other sources to

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make the payment, which will reduce cash available for distribution to you or for investment in our operations. Redemptions of any of our shares or OP Units that were received by our Advisor in lieu of a cash asset management fee are not subject to the monthly and quarterly volume limitations or the 5% holding discount under our share redemption program, and such sales receive priority over other shares being put for redemption during such period. Redemptions of any of our shares or OP Units that were received by our Advisor in lieu of a cash distribution with respect to its performance participation allocation are not subject to the 5% holding discount under our share redemption program, but, in the case of shares, such redemptions are subject to the monthly and quarterly volume limitations and do not receive priority over other shares being put for redemption during such period.

Your ability to have your shares redeemed is limited under our share redemption program. If you are able to have your shares redeemed, it may be at a price that is less than the price you paid for the shares and the then-current market value of the shares.

Our share redemption program contains significant restrictions and limitations. For example, only stockholders who purchase their shares directly from us or who received their shares through a non-cash transaction, not in the secondary market, are eligible to participate and if holders of shares do not hold their shares for a minimum of one year, then they will only be eligible for redemption at 95% of the transaction price that would otherwise apply. We may choose to redeem fewer shares than have been requested in any particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. We may redeem fewer shares than have been requested to be redeemed due to lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than the redemption of our shares. In addition, the total amount of shares that may be redeemed under our share redemption program is limited, in any calendar month, to shares whose aggregate value (based on the transaction price per share on the date on the redemption) is 2% of our aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the transaction price per share in effect when the redemption is effected) is up to 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

The vast majority of our assets will consist of properties which cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition. Therefore, we may not always have a sufficient amount of cash to immediately satisfy redemption requests. Further, we may invest in real estate-related securities and other securities with the primary goal of maintaining liquidity in support of our share redemption program. Any such investments may result in lower returns than an investment in real estate assets, which could adversely impact our ability to pay distributions and your overall return. In addition, our board of directors may modify, suspend or terminate our share redemption program at any time in its sole discretion. As a result of these limitations, your ability to have your shares redeemed by us may be limited, our shares should be considered as having only limited liquidity and at times may be illiquid. In addition, the redemption price you may receive upon any such redemption may not be indicative of the price you would receive if our shares were actively traded or if we were liquidated, and you should not assume that you will be able to sell all or any portion of your shares back to us pursuant to our share redemption program or to third parties at a price that reflects the then current market value of the shares or at all. Please see “Description of Capital Stock—Share Redemption Program” for a description of all of the terms and limitations associated with our share redemption program.

Purchases and redemptions of our common shares will not be made based on the current NAV per share of our common stock.

The purchase and redemption price for shares of our common stock generally will be based on our most recently disclosed monthly NAV (subject to material changes) and will not be based on any public trading market. We generally expect our transaction price to be equal to our NAV per share as of the last calendar day of the prior month, which may be significantly different than the transaction price as of the date on which you make your subscription request or redemption request. Therefore, the price at which you purchase shares may be higher than the actual then-current NAV per share at the time of sale and the price at which you redeem shares may be lower than the actual then-current NAV per share at the time of redemption. In addition, we may offer and repurchase shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s

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NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month.

Economic events that may cause our stockholders to request that we redeem their shares may materially adversely affect our cash flow and our results of operations and financial condition.

Economic events affecting the U.S. economy, such as the general negative performance of the real estate sector, could cause our stockholders to seek to sell their shares to us pursuant to our share redemption program at a time when such events are adversely affecting the performance of our assets. Even if we decide to satisfy all resulting redemption requests, our cash flow could be materially adversely affected. In addition, if we determine to sell assets to satisfy redemption requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, breadth of our portfolio by property type and location, could be materially adversely affected.

Valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are estimates of value and may not necessarily correspond to realizable value.

The valuation methodologies used to value our properties and certain real estate-related assets involve subjective judgments regarding such factors as comparable sales, rental revenue and operating expense data, known contingencies, the capitalization or discount rate, and projections of future rent and expenses based on appropriate analysis. As a result, valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are only estimates of current market value. Ultimate realization of the value of an asset or liability depends to a great extent on economic and other conditions beyond our control and the control of the independent valuation firm and other parties involved in the valuation of our assets and liabilities. Further, these valuations may not necessarily represent the price at which an asset or liability would sell, because market prices of assets and liabilities can only be determined by negotiation between a willing buyer and seller. Valuations used for determining our NAV also are generally made without consideration of the expenses that would be incurred in connection with disposing of assets and liabilities. Therefore, the valuations of our properties, our investments in real estate-related assets and our liabilities may not correspond to the timely realizable value upon a sale of those assets and liabilities. In addition, our NAV does not currently represent enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. There will be no retroactive adjustment in the valuation of such assets or liabilities, the price of our shares of common stock, the price we paid to redeem shares of our common stock or NAV-based fees we paid to our Advisor and our Dealer Manager to the extent such valuations prove to not accurately reflect the true estimate of value and are not a precise measure of realizable value. Because the price you will pay for shares of our common stock in this offering, and the price at which your shares may be redeemed by us pursuant to our share redemption program, are generally based on our NAV per share, you may pay more than realizable value or receive less than realizable value for your investment.

In order to disclose a monthly NAV, we are reliant on the parties that we engage for that purpose, in particular the independent valuation firm and the appraisers that we hire to value and appraise our real estate portfolio.

In order to disclose a monthly NAV, our board of directors, including a majority of our independent directors, has adopted valuation procedures to be used in connection with the calculation of our NAV and will cause us to engage independent third parties such as the independent valuation firm, to value our real estate portfolio on a monthly basis and to provide periodic appraisals with respect to our properties. Although our board of directors, with the assistance of our Advisor, oversees all of these parties and the reasonableness of their work product, we will not independently verify our NAV or the components thereof, such as the appraised values of our properties. Our management’s assessment of the market values of our properties may also differ from the appraised values of our properties as determined by the independent valuation firm. If the parties engaged by us to assist in the determination of our monthly NAV are unable or unwilling to perform their obligations to us, our NAV could be inaccurate or unavailable, and we could decide to suspend this offering and our share redemption program.

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Our NAV is not subject to GAAP, will not be independently audited and will involve subjective judgments by the independent valuation firm and other parties involved in valuing our assets and liabilities.

Our valuation procedures and our NAV are not subject to accounting principles generally accepted in the United States, or GAAP, and will not be subject to independent audit. Our NAV may differ from equity (net assets) reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes. Additionally, we are dependent on our Advisor to be reasonably aware of material events specific to our properties (such as tenant disputes, damage, litigation and environmental issues) that may cause the value of a property to change materially and to promptly notify the independent valuation firm so that the information may be reflected in our real estate portfolio valuation. In addition, the implementation and coordination of our valuation procedures include certain subjective judgments of our Advisor, such as whether the independent valuation firm should be notified of events specific to our properties that could affect their valuations, as well as of the independent valuation firm and other parties we engage, as to whether adjustments to asset and liability valuations are appropriate. Accordingly, you must rely entirely on our board of directors to adopt appropriate valuation procedures and on the independent valuation firm and other parties we engage in order to arrive at our NAV, which may not correspond to realizable value upon a sale of our assets.

No rule or regulation requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures.

There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our NAV. As a result, it is important that you pay particular attention to the specific methodologies and assumptions we use to calculate our NAV. Other public REITs may use different methodologies or assumptions to determine their NAV. In addition, each year our board of directors, including a majority of our independent directors, will review the appropriateness of our valuation procedures and may, at any time, adopt changes to the valuation procedures. Our board of directors may change aspects of our valuation procedures, which changes may have an adverse effect on our NAV and the price at which you may sell shares to us under our share redemption program. See “Description of Capital Stock—Valuation Policy and Procedures” for more details regarding our valuation methodologies, assumptions and procedures.

Our NAV per share may suddenly change if the valuations of our properties materially change from prior valuations or the actual operating results materially differ from what we originally budgeted.

It is possible that the annual appraisals of our properties may not be spread evenly throughout the year and may differ from the most recent monthly valuation. As such, when these appraisals are reflected in our valuation of our real estate portfolio, there may be a sudden change in our NAV per share for each class of our common stock. Property valuation changes can occur for a variety of reasons, such as local real estate market conditions, the financial condition of our tenants, or lease expirations. For example, we expect to regularly face lease expirations across our portfolio, and as we move further away from lease commencement toward the end of a lease term, the valuation of the underlying property will be expected to drop depending on the likelihood of a renewal or a new lease on similar terms. Such a valuation drop can be particularly significant when closer to a lease expiration, especially for single tenant buildings or where an individual tenant occupies a large portion of a building. We will be at the greatest risk of these valuation changes during periods in which we have a large number of lease expirations as well as when the lease of a significant tenant is closer to expiration. In addition, actual operating results may differ from what we originally budgeted, which may cause a sudden increase or decrease in the NAV per share amounts. We accrue estimated income and expenses on a periodic basis based on annual budgets as adjusted from time to time to reflect changes in the business throughout the year. On a periodic basis, we adjust the income and expense accruals we estimated to reflect the income and expenses actually earned and incurred. We will not retroactively adjust the NAV per share of each class for any such adjustments. Therefore, because actual results from operations may be better or worse than what we previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of our common stock to increase or decrease.

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New acquisitions may be valued for purposes of our NAV at less than what we pay for them, which would dilute our NAV.

Pursuant to our valuation procedures, the acquisition price of newly acquired properties will serve as our appraised value for the year of acquisition, and thereafter will be part of the rotating appraisal cycle such that they are appraised at least every calendar year. However, the independent valuation firm will have the ability to adjust property valuations for purposes of our NAV from the most recent appraised value. Similarly, if the independent valuation firm believes that the purchase price for a recent acquisition does not reflect the current value of the property, the valuation may be adjusted downwards immediately after acquisition for purposes of our NAV. Even if the independent valuation firm does not adjust the valuation downwards immediately following the acquisition, when we obtain an appraisal on the property, it may not appraise at a value equal to the purchase price. Accordingly, the value of a new acquisition as established under our NAV procedures could be less than what we paid for it, which could negatively affect our NAV. Large portfolio acquisitions, in particular, may require a “portfolio premium” to be paid by us in order to be a competitive bidder, and this “portfolio premium” may not be taken into consideration in calculating our NAV. In addition, acquisition expenses we incur in connection with new acquisitions will negatively impact our NAV. We may make acquisitions of any size without stockholder approval, and such acquisitions may be dilutive to our NAV.

The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.

From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, and not by way of limitation, changes in governmental rules, regulations and fiscal policies, environmental legislation, acts of God, terrorism, social unrest, civil disturbances and major disturbances in financial markets may cause the value of a property to change materially. The NAV per share of each class of our common stock as published for any given month may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable. As a result, the NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable, and the NAV per share of each class published after the announcement of a material event may differ significantly from our actual NAV per share for such class until such time as the financial impact is quantified and our NAV is appropriately adjusted in accordance with our valuation procedures. The resulting potential disparity in our NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of our common stock, depending on whether our published NAV per share for such class is overstated or understated.

The realizable value of specific properties may change before the value is adjusted and reflected in the calculation of our NAV.

Our valuation procedures generally provide that our Advisor will adjust a real property’s valuation, as necessary, based on known events that have a material impact on the most recent value (adjustments for non-material events may also be made). We are dependent on our Advisor to be reasonably aware of material events specific to our properties (such as tenant disputes, damage, litigation and environmental issues, as well as positive events such as new lease agreements) that may cause the value of a property to change materially and to promptly notify the independent valuation firm so that the information may be reflected in our real estate portfolio valuation. Events may transpire that, for a period of time, are unknown to us or the independent valuation firm that may affect the value of a property, and until such information becomes known and is processed, the value of such asset may differ from the value used to determine our NAV. In addition, although we may have information that suggests a change in value of a property may have occurred, there may be a delay in the resulting change in value being reflected in our NAV until such information is appropriately reviewed, verified and processed. Where possible, adjustments generally are made based on events evidenced by proper final documentation. It is possible that an adjustment to the valuation of a property may occur prior to final documentation if the independent valuation firm determines that events warrant adjustments to certain assumptions that materially affect value. However, to the extent that an event has not yet become final based on proper documentation, its impact on the value of the applicable property may not be reflected (or may be only partially reflected) in the calculation of our NAV.

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The performance participation allocation payable to our Advisor is calculated on the basis of the overall investment return on OP Units over a calendar year, so it may not be consistent with the return on your shares.

The performance participation allocation payable to our Advisor is calculated on the basis of the overall investment return over a calendar year as described in “Management Compensation.” As a result of the manner in which the performance participation allocation is calculated, it is not directly tied to the performance of the shares you purchase, the class of shares you purchase, or the time period during which you own your shares. The performance participation allocation may be payable to our Advisor even if the NAV of your shares at the time the performance participation allocation is calculated is below your purchase price, and the thresholds at which increases in NAV count towards the overall return are not based on your purchase price. Because of the class-specific allocations of the ongoing distribution and stockholder servicing fees, which differ among classes, we do not expect the overall return of each class of shares and OP Units to ever be the same. However, if and when the performance participation allocation is payable, the expense will be allocated among all holders of shares and OP Units ratably according to the NAV of their shares or units, regardless of the different returns achieved by different classes of shares during the year. Further, stockholders who redeem their shares during a given year may redeem their shares at a lower NAV per share as a result of an accrual for the estimated performance participation allocation, even if no performance participation allocation is ultimately payable to our Advisor for all or any portion of such calendar year. In addition, if our Advisor earns the performance participation allocation in any given year, it will not be obligated to return any portion of it based on our subsequent performance. See “The Operating Partnership—Special OP Units.”

You will not have the benefit of an independent due diligence review in connection with this offering and, since there is no separate counsel for us and certain of our affiliates in connection with this offering, if a conflict of interest arises between us and Hines, we may incur additional fees and expenses.

Because our Advisor and our Dealer Manager are affiliates of Hines, you will not have the benefit of an independent due diligence review and investigation of the type normally performed by an unaffiliated, independent underwriter in connection with a securities offering. In addition, Greenberg Traurig, LLP has acted as counsel to us, our Advisor and our Dealer Manager in connection with this offering and, therefore, you will not have the benefit of a due diligence review and investigation that might otherwise be performed by independent counsel which increases the risk of your investment. There is a possibility in the future that the interests of the various parties may become adverse and, under the code of professional responsibility of the legal profession, Greenberg Traurig, LLP may be precluded from representing any one or all of such parties. If any situation arises in which our interests appear to be in conflict with those of our Advisor, our Dealer Manager or their affiliates, additional counsel may be retained by one or more of the parties to assure that their interests are adequately protected, which may result in us incurring additional fees and expenses. Moreover, should a conflict of interest not be readily apparent, Greenberg Traurig, LLP may inadvertently act in derogation of the interest of the parties which could affect our ability to meet our investment objectives.

The fees we will pay in connection with this offering and the agreements entered into with Hines and its affiliates were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party.

The compensation paid to our Advisor, Dealer Manager, Hines and other affiliates for services they provide us was not determined on an arm’s-length basis. All service agreements, contracts or arrangements between or among Hines and its affiliates, including our Advisor and us, were not negotiated at arm’s-length. Such agreements include our Advisory Agreement, our Dealer Manager Agreement, and the Operating Partnership Agreement. A third party unaffiliated with Hines may be willing and able to provide certain services to us at a lower price.

We will pay substantial compensation to our Advisor and its affiliates, which may be increased during this offering or future offerings by our independent directors.

Subject to limitations in our charter, the fees, compensation, income, expense reimbursements, interests and other payments payable to our Advisor and its affiliates may increase during this offering or in the future without

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stockholder approval from those described in “Management Compensation,” if such increase is approved by a majority of our independent directors.

We do not, and do not expect to, have research analysts reviewing our performance.

We do not, and do not expect to, have research analysts reviewing our performance or our securities on an ongoing basis. Therefore, you will not have an independent review of our performance and the value of our common stock relative to publicly traded companies.

Our stockholders may experience dilution.

Our stockholders do not have preemptive rights. If we engage in a subsequent offering of common shares or securities convertible into common shares, issue shares pursuant to our distribution reinvestment plan or otherwise issue additional shares, investors who purchase shares in this offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of our outstanding shares. Furthermore, stockholders may experience a dilution in the value of their shares depending on the terms and pricing of any share issuances (including the shares being sold in this offering) and the value of our assets at the time of issuance.

Risks Related to Our Business in General

Delays in purchasing properties or making other real estate investments with the proceeds received from this offering may result in a lower rate of return to you.

Our ability to locate and commit to purchase specific properties, or make investments, will be partially dependent on our ability to raise sufficient funds for such acquisitions and investments. We may be substantially delayed in making investments due to delays in:


•	the sale of our common shares;


•	obtaining debt financing;


•	negotiating or obtaining the necessary purchase documentation;


•	locating suitable investments; or


•	other factors.

We expect to invest proceeds we receive from this offering in short-term, highly-liquid investments until we use such funds in our operations. We expect that the income we earn on these temporary investments will not be substantial. Further, we may use the principal amount of these investments, and any returns generated on these investments, to pay for fees and expenses in connection with this offering and distributions. Therefore, delays in investing proceeds we raise from this offering could impact our ability to generate cash flow for distributions.

A prolonged national or world-wide economic downturn or volatile capital market conditions could adversely affect our results of operations and our ability to pay distributions to our stockholders.

If disruptions in the capital and credit markets were to occur, they could adversely affect our ability to obtain loans, credit facilities, debt financing and other financing, or, when available, to obtain such financing on reasonable terms, which could negatively impact our ability to implement our investment strategy.

If these disruptions in the capital and credit markets should occur again as a result of, among other factors, uncertainty, changing regulation, changes in trade agreements, reduced alternatives or additional failures of significant financial institutions, our access to liquidity could be significantly impacted. Prolonged disruptions could result in us taking measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs could be arranged. Such measures could include deferring investments,

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reducing or eliminating the number of shares redeemed under our share redemption program and reducing or eliminating distributions we make to our stockholders.

We believe the risks associated with our business are more severe during periods of economic downturn if these periods are accompanied by declining values in real estate. For example, a prolonged economic downturn could negatively impact our property investments as a result of increased customer delinquencies and/or defaults under our leases, generally lower demand for rentable space, potential oversupply of rentable space leading to increased concessions, and/or customer improvement expenditures, or reduced rental rates to maintain occupancies.

Our operations could be negatively affected to a greater extent if an economic downturn occurs, is prolonged or becomes more severe, which could significantly harm our revenues, results of operations, financial condition, liquidity, business prospects and our ability to make distributions to you and may result in a decrease in the value of your investment.

Yields on and safety of deposits may be lower due to the extensive decline in the financial markets.

Until we invest the proceeds of this offering in real properties and other real estate investments, we may hold those funds in investments, including money market funds, bank money market accounts and CDs or other accounts at third-party depository institutions. Unusual declines in the financial markets, similar to those experienced during the Great Recession, could result in a loss of some or all of these funds. In particular, money market funds may experience intense redemption pressure and have difficulty satisfying redemption requests. As a result, we may not be able to access the cash in our money market investments. In addition, current yields from these investments are minimal.

The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments.

The Federal Deposit Insurance Corporation only insures amounts up to $250,000 per depositor. It is likely that we will have cash and cash equivalents and restricted cash deposited in certain financial institutions in excess of federally insured levels. If any of the banking institutions in which we deposit funds ultimately fails, we may lose any amounts of our deposits over federally insured levels. The loss of our deposits could reduce the amount of cash we have available to distribute or invest and could result in a decline in the value of your investment.

Because of our inability to retain earnings, we will rely on debt and equity financings for acquisitions, and if we do not have sufficient capital resources from such financings, our growth may be limited.

In order to qualify for taxation as a REIT, we generally are required to distribute to our stockholders at least 90% of our annual ordinary taxable income to maintain such qualification. This requirement limits our ability to retain income or cash flow from operations to finance the acquisition of new investments. We will explore acquisition opportunities from time to time with the intention of expanding our operations and increasing our profitability. We anticipate that we will use debt and equity financing for such acquisitions because of our inability to retain significant earnings. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire new investments and expand our operations will be adversely affected.

We may need to incur borrowings that would otherwise not be incurred to meet REIT minimum distribution requirements.

In order to qualify as a REIT, we are required to distribute to our stockholders at least 90% of our annual ordinary taxable income. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid (or deemed paid) by us with respect to any calendar year are less than the sum of (i) 85% of our ordinary income for that year, (ii) 95% of our capital gain net income for that year and (iii) 100% of our undistributed taxable income from prior years.

We expect our income, if any, to consist almost solely of our share of the Operating Partnership’s income, and the cash available for the payment of distributions by us to our stockholders will consist of our share of cash

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distributions made by the Operating Partnership. As the general partner of the Operating Partnership, we will determine the amount of any distributions made by the Operating Partnership. However, we must consider a number of factors in making such distributions, including:


•	the amount of the cash available for distribution;


•	the impact of such distribution on other partners of the Operating Partnership;


•	the Operating Partnership’s financial condition;


•	the Operating Partnership’s capital expenditure requirements and reserves therefor; and


•	the annual distribution requirements contained in the Code necessary to qualify and maintain our qualification as a REIT.

Differences in timing between the actual receipt of income and actual payment of deductible expenses and the inclusion of such income and deduction of such expenses when determining our taxable income, as well as the effect of nondeductible capital expenditures, the creation of reserves, the use of cash to purchase shares under our share redemption program or required debt amortization payments, could result in our having taxable income that exceeds cash available for distribution.

In view of the foregoing, we may be unable to meet the REIT minimum distribution requirements and/or avoid the 4% excise tax described above. In certain cases, we may decide to borrow funds in order to meet the REIT minimum distribution and/or avoid the 4% excise tax even if our management believes that the then prevailing market conditions generally are not favorable for such borrowings or that such borrowings would not be advisable in the absence of such tax considerations.

Lenders may require us to enter into restrictive covenants that relate to or otherwise limit our operations, which could limit our ability to make distributions to you, to replace our Advisor or to otherwise achieve our investment objectives.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage property, discontinue insurance coverage, or make distributions under certain circumstances. In addition, provisions of our loan documents may deter us from replacing our Advisor because of the consequences under such agreements and may limit our ability to replace the property manager or terminate certain operating or lease agreements related to the property. These or other limitations may adversely affect our flexibility and our ability to achieve our investment objectives.

Actions of our joint venture partners, including other Hines investment vehicles and third parties, could negatively impact our performance.

We may purchase or develop properties or other real estate investments or make investments in joint ventures or partnerships, co-tenancies or other co-ownership arrangements with Hines affiliates, the sellers of the properties, developers or similar persons. Joint ownership of properties or other investments, under certain circumstances, may involve risks not otherwise present with other methods of owning real estate or other real estate investments. Examples of these risks include:


•	the possibility that our partners or co-investors might become insolvent or bankrupt;


•	that such partners or co-investors might have economic or other business interests or goals that are inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties or other investments held in the joint venture or the timing of the termination and liquidation of the venture;

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•	the possibility that we may incur liabilities as the result of actions taken by our partners or co-investors; or


•	that such partners or co-investors may be in controlling positions and/or be in a position to take actions contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT.

Actions by a co-venturer, co-tenant or partner may result in subjecting the assets of the joint venture to unexpected liabilities. Under joint venture arrangements, neither co-venturer may have the power to control the venture, and under certain circumstances, an impasse could result and this impasse could have an adverse impact on the operations and profitability of the joint venture.

If we have a right of first refusal or buy/sell right to buy out a co-venturer or partner, we may be unable to finance such a buy-out if it becomes exercisable or we are required to purchase such interest at a time when it would not otherwise be in our best interest to do so. If our interest is subject to a buy/sell right, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us to elect to purchase an interest of a co-venturer subject to the buy/sell right, in which case we may be forced to sell our interest as the result of the exercise of such right when we would otherwise prefer to keep our interest. Finally, we may not be able to sell our interest in a joint venture if we desire to exit the venture for any reason or if our interest is likewise subject to a right of first refusal of our co-venturer or partner, our ability to sell such interest may be adversely impacted by such right. Joint ownership arrangements with Hines affiliates may also entail conflicts of interest. Please see “Conflicts of Interest—Joint Venture Conflicts of Interest” for a description of these risks.

If we invest in a limited partnership as a general partner, we could be responsible for all liabilities of such partnership.

In some joint ventures or other investments we may make, if the entity in which we invest is a limited partnership, we may acquire all or a portion of our interest in such partnership as a general partner. As a general partner, we could be liable for all the liabilities of such partnership. Additionally, we may acquire a general partner interest in the form of a non-managing general partner interest. As a non-managing general partner, we are potentially liable for all liabilities of the partnership without having the same rights of management or control over the operation of the partnership as the managing general partner. Therefore, we may be held responsible for all of the liabilities of an entity in which we do not have full management rights or control, and our liability may far exceed the amount or value of investment we initially made or then had in the partnership.

We may acquire various financial instruments for purposes of “hedging” or reducing our risks, which may be costly and ineffective and may reduce our cash available for distribution to you.

We are different in some respects from other investment vehicles sponsored by Hines, and therefore the past performance of such investments may not be indicative of our future results. In addition, Hines has limited experience in acquiring and operating certain types of real estate investments that we may acquire.

We are Hines’ third publicly-offered real estate investment vehicle. We collectively refer to real estate joint ventures, funds and programs as real estate investment vehicles. All but two of the previous real estate investment vehicles of Hines and its affiliates were conducted through privately-held entities not subject to either the up-front commissions, fees and expenses associated with this offering or all of the laws and regulations that govern us, including reporting requirements under the federal securities laws and tax and other regulations applicable to REITs.

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Our success will be dependent on the performance of Hines as well as key employees of Hines. Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years and there is a risk that we may experience similar adverse developments. Adverse changes in affiliated programs could also adversely affect our ability to raise capital.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of Hines and its affiliates as well as key employees of Hines in the identification and acquisition of investments, the selection of tenants, the determination of any financing arrangements, the management of our assets and operation of our day-to-day activities. Our board of directors and our Advisor have broad discretion when identifying, evaluating, making and managing our investments with the proceeds of this offering. You will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments. We will rely on the management ability of Hines and the oversight of our board of directors as well as the management of any entities or ventures in which we invest.

We may not be able to retain our key employees. To the extent we are unable to retain and/or find qualified successors for key employees that depart from the company, our results of operations may be adversely impacted. Our officers and the management of our Advisor also serve in similar capacities for numerous other entities. If Hines or any of its key employees are distracted by these other activities or suffer from adverse financial or operational problems in connection with operations unrelated to us, the ability of Hines and its affiliates to allocate time and/or resources to our operations may be adversely affected. If Hines is unable to allocate sufficient resources to oversee and perform our operations for any reason, our results of operations would be adversely impacted. We will not provide key-man life insurance policies for any of Hines’ key employees. Please see “Risk Factors—Risks Related to Potential Conflicts of Interest—Employees of our Advisor and Hines will face conflicts of interest relating to time management and allocation of resources and investment opportunities.”

Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years. Hines REIT sold shares of its common stock from 2004 to 2009 at various prices between $10.00 per share and $10.66 per share. Although Hines REIT re-opened its share redemption program with respect to ordinary redemption requests in April 2013, the program was suspended, except with respect to redemptions in connection with the death or disability of a stockholder, in December 2009. In addition, Hines REIT decreased its distribution rate in July 2010 and further decreased the rate in April 2013. Hines REIT is currently in the process of liquidating all of its remaining assets and winding up and has paid distributions of $7.51 per share to its stockholders, including liquidating distributions of $6.50 per share and special distributions of $1.01 per share. The special distributions were paid from July 2011 through April 2013 and were in addition to the regular operating distributions of up to $5.49 per share paid to Hines REIT’s stockholders between 2004 and 2016. The amount of regular operating distributions received by stockholders varied depending on when they invested and whether they held their shares continuously through 2016. Hines REIT announced that it expects to make a final liquidating distribution to its stockholders and non-controlling interest holders of between $0.05 and $0.07 per share on or around July 31, 2018, although there can be no assurances as to the timing or amount of any additional liquidating distributions.

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In addition to Hines REIT, Hines Global REIT and HMS Income Fund, Inc. (“HMS”), Hines has sponsored more than 20 privately-offered programs in the past ten years. Several of Hines’ privately-offered programs have experienced adverse economic developments due to the global financial crisis and deteriorating economic conditions in several European and South American countries, Mexico and several U.S. markets between 2007 and 2009. The adverse market conditions experienced by these programs may result in them altering their investment strategy, generating returns lower than originally expected, or ultimately may cause them to incur losses. There is a risk that we may experience similar adverse developments, as an investment vehicle sponsored by Hines.

Adverse results in the other non-traded REITs on the Hines platform have the potential to affect Hines’ and our reputation among financial advisors and investors, which could affect our ability to raise capital.

Terrorist attacks and other acts of violence, civilian unrest or war may affect the markets in which we operate, our business and our profitability.

Terrorist attacks and other acts of violence, civilian unrest or war may negatively affect our operations and your investment in our shares. We may acquire real estate investments located in or that relate to real estate located in areas that are susceptible to attack. In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business. These events may directly impact the value of our assets through damage, destruction, loss or increased security costs. We may not be able to obtain insurance against the risk of terrorism because it may not be available or may not be available on terms that are economically feasible. Further, even if we do obtain terrorism insurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism in the areas in which we acquire properties or other real estate investments could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases have begun to insist that specific coverage against terrorism be purchased by commercial owners as a condition for providing loans.

The consequences of any armed conflict are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business or your investment. More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in or damage to, the United States and worldwide financial markets and economy. They also could result in a continuation of the current economic uncertainty in the United States or abroad. Our revenues will be dependent upon the payment of rent and the return of our other investments which may be particularly vulnerable to uncertainty in the local economy. Increased economic volatility could adversely affect our tenants’ ability to pay rent or the return on our other investments or our ability to borrow money or issue capital stock at acceptable prices and have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.

We may be subject to litigation which could have a material adverse effect on our business and financial condition.

We may be subject to litigation, including claims relating to our operations, offerings, unrecognized pre-acquisition contingencies and otherwise in the ordinary course of business. Some of these claims may result in potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of claims that may arise in the future. Resolution of these types of matters against us may result in our payment of significant fines or settlements, which, if not insured against, or if these fines and settlements exceed insured levels, would adversely impact our earnings and cash flows. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured and/or adversely impact our ability to attract officers and directors.

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Our business could suffer in the event our Advisor, our Dealer Manager, our transfer agent or any other party that provides us with services essential to our operations experiences system failures or cyberincidents or a deficiency in cybersecurity.

Our Advisor, our Dealer Manager, our transfer agent and other parties that provide us with services essential to our operations are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that may include, but is not limited to, gaining unauthorized access to systems to disrupt operations, corrupt data, steal assets or misappropriate confidential information, such as confidential stockholder records. As reliance on technology in our industry has increased, so have the risks posed to our systems, both internal and those we have outsourced. In addition, the risk of a cyber incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and instructions from around the world have increased. The remediation costs and lost revenues experienced by a victim of a cyber incident may be significant and significant resources may be required to repair system damage, protect against the threat of future security breaches or to alleviate problems, including reputational harm, loss of revenues and litigation, caused by any breaches. There also may be liability for any stolen assets or misappropriated confidential information. Any material adverse effect experienced by our Advisor, our Dealer Manager, our transfer agent and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.

Risks Related to Investments in Real Estate

Geographic concentration of our portfolio may make us particularly susceptible to adverse economic developments in the real estate markets of those areas.

In the event that we have a concentration of properties in, or real estate investments that invest in properties located in, a particular geographic area, our operating results and ability to make distributions are likely to be impacted by economic changes affecting the real estate markets in that area. Therefore, an investment in our common stock will be subject to greater risk to the extent that we lack a geographically diversified portfolio. As of July 1, 2018, we owned interests in seven real estate investments, six of which are located in different domestic and international real estate markets. Please see “Our Real Estate Investments” beginning on page 125 for additional information regarding our investments, including market concentration.

Industry concentration of our tenants may make us particularly susceptible to adverse economic developments in these industries

In the event we have a concentration of tenants in a particular industry, our operating results and ability to make distributions may be adversely affected by adverse developments in those industries and we will be subject to a greater risk to the extent that our tenants are not diversified by industry. For example, based on leased square footage of our commercial real estate properties as of March 31, 2018, approximately 65% is leased to tenants in the retail industry. Please see “Our Real Estate Investments” beginning on page 125 for additional information regarding our investments, including industry concentration.

We have not established investment criteria limiting the size of property acquisitions. If we have an investment that represents a material percentage of our assets which experiences a loss, the value of an investment in us would be significantly diminished.

We are not limited in the size of any single property acquisition we may make and certain of our investments may represent a significant percentage of its assets. Should we experience a loss on a portion or all of an investment that represents a significant percentage of our assets, this event would have a material adverse effect on our business and financial condition, which would result in an investment in us being diminished.

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We depend on tenants for our revenue, and therefore our revenue will be dependent on the success and economic viability of our tenants. Our reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space.

We expect that rental income from real property will, directly or indirectly, constitute a significant portion of our income. Delays in collecting accounts receivable from tenants could adversely affect our cash flows and financial condition. In addition, the inability of a single major tenant or a number of smaller tenants to meet their rental obligations would adversely affect our income. Therefore, our financial success will be indirectly dependent on the success of the businesses operated by the tenants in our properties or in the properties securing loans we may own. Of our total rental revenue for the three months ended March 31, 2018, we did not earn more than 10% of our revenue from any individual tenant.

The weakening of the financial condition or the bankruptcy or insolvency of a significant tenant or a number of smaller tenants and vacancies caused by defaults of tenants or the expiration of leases, may adversely affect our operations and our ability to pay distributions.

A change in U.S. accounting standards regarding operating leases may make the leasing of our properties less attractive to our potential tenants, which could reduce overall demand for our leasing services.

Under current authoritative accounting guidance for leases, a lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. Under capital lease accounting, both the leased asset and liability are reflected on the tenant’s balance sheet. If the terms of the lease do not meet the criteria for a capital lease, the lease is considered an operating lease and no leased asset or contractual lease obligation is recorded on the tenant’s balance sheet. Accordingly, under the current accounting standards for leases, the entry into an operating lease with respect to real property can appear to enhance a tenant’s reported financial condition or results of operations in comparison to the tenant’s direct ownership of the property.

In order to address concerns raised by the SEC regarding the transparency of contractual lease obligations under the existing accounting standards for operating leases, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 on February 25, 2016, which substantially changes the current lease accounting standards, primarily by significantly changing the concept of operating lease accounting. As a result, a lease asset and obligation will be recorded on the tenant’s balance sheet for all lease arrangements. In addition, ASU 2016-02 will impact the method in which contractual lease payments will be recorded. In order to mitigate the effect of the new lease accounting standards, tenants may seek to negotiate certain terms within new lease arrangements or modify terms in existing lease arrangements, such as shorter lease terms, which would generally have less impact on their balance sheets. Also, tenants may reassess their lease-versus-buy strategies. This could result in a greater renewal risk, a delay in investing our offering proceeds, or shorter lease terms, all of which may negatively impact our operations and our ability to pay distributions to you. The new leasing standard is effective on January 1, 2019, with early adoption permitted.

Due to the risks involved in the ownership of real estate investments and real estate acquisitions, a return on your investment in Hines Global is not guaranteed, and you may lose some or all of your investment.

By owning our shares, you will be subjected to significant risks associated with owning and operating real estate investments. The performance of your investment in Hines Global will be subject to such risks, including:


•	changes in the general economic climate;


•	changes in local conditions such as an oversupply of space or reduction in demand for real estate;


•	changes in interest rates and the availability of financing;


•	changes in property level operating expenses due to inflation or otherwise;


•	changes in laws and governmental regulations, including those governing real estate usage, zoning and taxes; and

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•	changes due to factors that are generally outside of our control, such as terrorist attacks and international instability, natural disasters and acts of God, over-building, adverse national, state or local changes in applicable tax, environmental or zoning laws and a taking of any of the properties which we own or in which we otherwise have interests by eminent domain.

In addition, we expect to acquire properties in the future, which may subject us to additional risks associated with real estate property acquisitions, including the risks that:


•	the investments will fail to perform in accordance with our expectations because of conditions or liabilities we did not know about at the time of acquisition; and


•	our projections or estimates with respect to the performance of the investments, the costs of operating or improving the properties or the effect of the economy or capital markets on the investments will prove inaccurate.

Any of these factors could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.

An economic slowdown or rise in interest rates or other unfavorable changes in economic conditions in the markets in which we operate could adversely impact our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.

The development of negative economic conditions in the markets in which we operate may significantly affect occupancy, rental rates and our ability to collect rent from our tenants, as well as our property values, which could have a material adverse impact on our cash flows, operating results and carrying value of investment property. For example, an economic recession or rise in interest rates could make it more difficult for us to lease real properties, may require us to lease the real properties we acquire at lower rental rates and may lead to an increase in tenant defaults. In addition, these conditions may also lead to a decline in the value of our properties and make it more difficult for us to dispose of these properties at an attractive price. Other risks that may affect conditions in the markets in which we operate include:


•	local conditions, such as an oversupply of the types of properties we invest in or a reduction in demand for such properties in the area; and


•	increased operating costs, if these costs cannot be passed through to tenants.

International, national, regional and local economic climates have been adversely affected by the slow job growth of recent years. To the extent any of the adverse conditions described above occurs in the specific markets in which we operate, market rents, occupancy rates and our ability to collect rents from our tenants will likely be affected and the value of our properties may decline. We could also face challenges related to adequately managing and maintaining our properties, should we experience increased operating cost and as a result, we may experience a loss of rental revenues. Any of these factors may adversely affect our business, results of operations, cash flows and financial condition, our ability to make distributions to you and the value of your investment.

Our use of borrowings to partially fund acquisitions and improvements on properties could result in foreclosures and unexpected debt service expenses upon refinancing, both of which could have an adverse impact on our operations and cash flow.

We are relying and intend to continue to rely in part on borrowings under credit facilities and other external sources of financing to fund the costs of new investments, capital expenditures and other items. This also may include our use of short-term mortgage notes to fund our long-term investments in real properties, which could result in the maturity date of such notes being reached prior to a time when the properties securing the notes are generating sufficient cash flows to repay the debt. Accordingly, we are subject to the risks that our cash flow will not be sufficient to cover required debt service payments and that we will be unable to meet other covenants or requirements in the credit agreements.

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If we cannot meet our required debt obligations, the property or properties securing such indebtedness could be foreclosed upon by, or otherwise transferred to, our lender, with a consequent loss of income and asset value to us. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we may not receive any cash proceeds. Additionally, we may be required to refinance our debt subject to “lump sum” or “balloon” payment maturities on terms less favorable than the original loan or at a time we would otherwise prefer to not refinance such debt. A refinancing on such terms or at such times could increase our debt service payments, which would decrease the amount of cash we would have available for operations, new investments and distribution payments and may cause us to determine to sell one or more properties at a time when we would not otherwise do so.

Uninsured losses relating to real property may adversely impact the value of our portfolio.

We will attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are types of losses, generally catastrophic in nature, which are uninsurable, are not economically insurable or are only insurable subject to limitations. Examples of such catastrophic events include acts of war or terrorism, earthquakes, floods, hurricanes and pollution or environmental matters. We may not have adequate coverage in the event we or our buildings suffer casualty losses. If we do not have adequate insurance coverage, the value of our assets will be reduced as the result of, and to the extent of, any such uninsured losses. Additionally, we may not have access to capital resources to repair or reconstruct any uninsured damage to a property.

We may be unable to obtain desirable types of insurance coverage at a reasonable cost, if at all, and we may be unable to comply with insurance requirements contained in mortgage or other agreements due to high insurance costs.

We may not be able either to obtain certain desirable types of insurance coverage, such as terrorism, earthquake, flood, hurricane and pollution or environmental matter insurance, or to obtain such coverage at a reasonable cost in the future, and this risk may limit our ability to finance or refinance debt secured by our properties. Additionally, we could default under debt or other agreements if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with covenants relating to the insurance we are required to maintain under such agreements. In such instances, we may be required to self-insure against certain losses or seek other forms of financial assurance.

The real estate industry is subject to extensive regulation, which may result in higher expenses or other negative consequences that could adversely affect us.

Our activities are subject to federal, state and municipal laws, and to regulations, authorizations and license requirements with respect to, among other things, zoning, environmental protection and historical heritage, all of which may affect our business. We may be required to obtain licenses and permits with different governmental authorities in order to acquire and manage our assets.

In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which generally took effect in 2011, contains a sweeping overhaul of the regulation of U.S. financial institutions and financial markets. Key provisions of the Dodd-Frank Act require extensive rulemaking by the SEC and the U.S. Commodity Futures Trading Commission, some of which remains ongoing. Thus, the full impact of the Dodd-Frank Act on our business cannot be fully assessed until all final implementing rules and regulations are promulgated.

Various rules currently in effect under the Dodd-Frank Act may have a significant impact on our business, including, without limitation, provisions of the legislation that increase regulation of and disclosure requirements related to investment advisors, swap transactions and hedging policies, corporate governance and executive compensation, investor protection and enforcement provisions, and asset-backed securities. In February 2017, the U.S. President ordered the Secretary of the U.S. Treasury to review certain existing rules and regulations, such as those promulgated under the Dodd-Frank Act; however, the implications of that review are not yet known and none

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of the rules and regulations promulgated under the Dodd-Frank Act have been modified or rescinded as of the date of this report.

For example, but not by way of limitation, the Dodd-Frank Act and the rules and regulations promulgated thereunder provides for significantly increased regulation of the derivatives markets and transactions that affect our interest rate hedging activities, including: (i) regulatory reporting, (ii) subject to limited exemptions, mandated clearing through central counterparties and execution on regulated exchanges or execution facilities, and (iii) margin and collateral requirements. While the full impact of the Dodd-Frank Act on our interest rate hedging activities cannot be fully assessed until all final implementing rules and regulations are promulgated, the foregoing requirements may affect our ability to enter into hedging or other risk management transactions, may increase our costs in entering into such transactions, and/or may result in us entering into such transactions on less favorable terms than prior to the Dodd-Frank Act. For example, subject to an exception for “end-users” of swaps upon which we may seek to rely, we may be required to clear certain interest rate hedging transactions by submitting them to a derivatives clearing organization. To the extent we are required to clear any such transactions, we will be required to, among other things, post margin in connection with such transactions. The occurrence of any of the foregoing events may have an adverse effect on our business and your return.

In addition, public authorities may enact new and more stringent standards, or interpret existing laws and regulations in a more restrictive manner, which may force companies in the real estate industry, including us, to spend funds to comply with these new rules. Any such action on the part of public authorities may adversely affect our results from operations.

In the event of noncompliance with such laws, regulations, licenses and authorizations, we may face the payment of fines, project shutdowns, cancellation of licenses, and revocation of authorizations, in addition to other civil and criminal penalties.

We operate in a competitive business, and many of our competitors have significant resources and operating flexibility, allowing them to compete effectively with us.

Numerous real estate companies that operate in the markets in which we may operate will compete with us in acquiring real estate investments and obtaining creditworthy tenants to occupy such properties or the properties owned by such investments. Such competition could adversely affect our business. There are numerous real estate companies, real estate investment trusts and U.S. institutional and foreign investors that will compete with us in seeking investments and tenants for properties, including Hines Global REIT. Many of these entities have significant financial and other resources, including operating experience, allowing them to compete effectively with us. In addition, our ability to charge premium rental rates to tenants may be negatively impacted. This increased competition may increase our costs of acquisitions or investments or lower our occupancy rates and the rent we may charge tenants. In addition, the arrival of new competitors in the immediate areas where we have assets could require unplanned investments in our assets, which may adversely affect us. We may also have difficulty in renewing leases or in leasing to new tenants, which may lead to a reduction in our cash flow and operating income, since the proximity of new competitors could divert existing or new tenants to such competitors, resulting in vacancies.

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We may have difficulty selling real estate investments, and our ability to distribute all or a portion of the net proceeds from such sales to our stockholders may be limited.

Real estate investments are relatively illiquid. We will have a limited ability to vary our portfolio in response to changes in economic or other conditions. We will also have a limited ability to sell assets in order to fund working capital and similar capital needs such as share redemptions. We expect to generally hold a real estate investment for the long term. When we sell any of our real estate investments, we may not realize a gain on such sale or the amount of our taxable gain could exceed the cash proceeds we receive from such sale. We may not distribute any proceeds from the sale of real estate investments to our stockholders. Rather, we may use such proceeds to:


•	purchase additional real estate investments;


•	repay debt;


•	buy out interests of any co-venturers or other partners in any joint venture in which we are a party;


•	purchase shares under our share redemption program;


•	create working capital reserves; or


•	make repairs, maintenance, tenant improvements or other capital improvements or expenditures to our other properties.

Our ability to sell our properties may also be limited by our desire to avoid a 100% penalty tax that is imposed on gain recognized by a REIT from the sale of property characterized as dealer property. In order to avoid such characterization and to take advantage of certain safe harbors under the Code, we may determine to hold our properties for a minimum period of time, generally two years.

Our investment strategy may cause us to incur penalty taxes, fail to maintain our REIT status or own and sell properties through TRSs, each of which would diminish the return to our stockholders.

The sale of one or more of our properties may be considered a prohibited transaction under the Code. Any “inventory-like” sales could be considered such a prohibited transaction. If we are deemed to have engaged in a “prohibited transaction” (i.e., we sell a property held by us primarily for sale in the ordinary course of our trade or business), all net gain that we derive from such sale would be subject to a 100% penalty tax. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% penalty tax. The principal requirements of the safe harbor are that: (i) the REIT must hold the applicable property for not less than two years for the production of rental income prior to its sale; (ii) the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of sale which are includible in the basis of the property do not exceed 30% of the net selling price of the property; and (iii) property sales by the REIT do not exceed at least one of the following thresholds: (a) seven sales in the current year; (b) sales in the current year that do not exceed 10% of the REIT’s assets as of the beginning of the year (as measured by either fair market value or tax basis); or (c) sales in the current year that do not exceed 20% of the REIT’s assets as of the beginning of the year, and sales over a three-year period do not exceed, on average, 10% per annum of the REIT’s assets, in each case as measured by either fair market value or tax basis. Given our investment and operating strategy, the sale of one or more of our properties may not satisfy the above prohibited transaction safe harbor.

If we desire to sell a property pursuant to a transaction that does not satisfy the safe harbor, we may be able to avoid the prohibited transaction tax if we hold and sell the property through a TRS. In that case, any gain would be taxable to the TRS at regular corporate income tax rates. We may decide to forego the use of a TRS in a transaction that does not meet the safe harbor based our own internal analysis, the opinion of counsel or the opinion of other tax advisors that the disposition will not be subject to the prohibited transaction tax. In cases where a property disposition is not effected through a TRS, the Internal Revenue Service could assert that the disposition constitutes a prohibited transaction. If such an assertion were successful, all of the net gain from the sale of the

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property will be payable as a tax which will have a negative impact on cash flow and the ability to make cash distributions.

As a REIT, the value of our ownership interests held in our TRSs may not exceed 20% of the value of all of our assets at the end of any calendar quarter . If the Internal Revenue Service, or the IRS, were to determine that the value of our interests in all of our TRSs exceeded 20% of the value of our total assets at the end of any calendar quarter then we could fail to qualify as a REIT. If we determine it to be in our best interest to own a substantial number of our properties through one or more TRSs, then it is possible that the IRS may conclude that the value of our interests in our TRSs exceeds 20% of the value of our total assets at the end of any calendar quarter and therefore cause us to fail to qualify as a REIT. Additionally, as a REIT, generally no more than 25% of our gross income with respect to any year may be from sources other than real estate. Distributions paid to us from a TRS are considered to be non-real estate income. Therefore, we may fail to qualify as a REIT if distributions from all of our TRSs, when aggregated with all other non-real estate income with respect to any one year, are more than 25% of our gross income with respect to such year.

Potential liability as the result of, and the cost of compliance with, environmental matters could adversely affect our operations.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances.

We expect to invest in, or make investments in real estate investments that have interests in, properties historically used for industrial, manufacturing and commercial purposes. These properties are more likely to contain, or may have contained, underground storage tanks for the storage of petroleum products and other hazardous or toxic substances. All of these operations create a potential for the release of petroleum products or other hazardous or toxic substances. Leasing properties to tenants that engage in industrial, manufacturing, and commercial activities will cause us to be subject to increased risk of liabilities under environmental laws and regulations. The presence of hazardous or toxic substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such property as collateral for future borrowings.

Environmental laws also may impose restrictions on the manner in which properties may be used or businesses may be operated, and these restrictions may require expenditures. Such laws may be amended so as to require compliance with stringent standards which could require us to make unexpected, substantial expenditures. Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. We may be potentially liable for such costs in connection with the acquisition and ownership of our properties in the United States. In addition, we may invest in properties located in countries that have adopted laws or observe environmental management standards that are less stringent than those generally followed in the United States, which may pose a greater risk that releases of hazardous or toxic substances have occurred to the environment. The cost of defending against claims of liability, compliance with environmental regulatory requirements or remediating any contaminated property could be substantial and require a material portion of our cash flow.

We face possible risks associated with the physical effects of climate change.

We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our properties, operations and business. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, such as those experienced in Super Storm Sandy in October 2012, and rising sea-levels. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of

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snow removal at our properties. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

The properties we acquire will be subject to property taxes that may increase in the future, which could adversely affect our cash flow.

Any properties we acquire will be subject to real and personal property taxes that may increase as property tax rates change and as the properties are assessed or reassessed by taxing authorities. We anticipate that most of our leases will generally provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the properties that they occupy. As the owner of the properties, however, we are ultimately responsible for payment of the taxes to the government. If property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes. In addition, we will generally be responsible for property taxes related to any vacant space. If we purchase residential properties, the leases for such properties typically will not allow us to pass through real estate taxes and other taxes to residents of such properties. Consequently, any tax increases may adversely affect our results of operations at such properties.

Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

If any of our properties has or develops mold we may be required to undertake a costly program to remediate, contain or remove the mold. Mold growth may occur when moisture accumulates in buildings or on building materials. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. We may become liable to our tenants, their employees and others if property damage or health concerns arise, all of which could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.

If we set aside insufficient working capital reserves, we may be required to defer necessary or desirable property improvements.

If we do not establish sufficient reserves for working capital to supply necessary funds for capital improvements or similar expenses, we may be required to defer necessary or desirable improvements to our properties. If we defer such improvements, the applicable properties may decline in value, it may be more difficult for us to attract or retain tenants to such properties or the amount of rent we can charge at such properties may decrease.

Risks related to the development of real properties may have an adverse effect on our results of operations and returns to our stockholders.

We may invest in properties on which developments or improvements are to be constructed or completed. As such, we may be subject to the risks associated with development and construction activities including the following:


•	long periods of time may elapse between the commencement and the completion of our projects;


•	our original estimates may not be accurate and our actual construction and development costs may exceed those estimates;


•	the level of interest of potential tenants for a recently launched development may be low;


•	construction materials and equipment may be unavailable or cost more than expected due to changes in supply and demand;


•	construction and sales may not be completed on time, resulting in a cost increase;

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•	we may not be able to acquire or we may pay too much for the land we acquire for new developments or properties;


•	labor may be in limited availability; and


•	changes in tax, real estate and zoning laws may be unfavorable to us.

In addition, our reputation and the construction quality of our real estate developments, whether operated individually or through partnerships, may be determining factors for our ability to lease space and grow. The timely delivery of real estate projects and the quality of our developments, however, depend on certain factors beyond our full control, including the quality and timeliness of construction materials delivered to us and the technical capabilities of our contractor. If one or more problems affect our real estate developments, our reputation and future performance may be negatively affected and we may be exposed to civil liability.

We depend on a variety of factors outside of our control to build, develop and operate real estate projects. These factors include, among others, the availability of market resources for financing, land acquisition and project development. Any scarcity of market resources, including human capital, may decrease our development capacity due to either difficulty in obtaining credit for land acquisition or construction financing or a need to reduce the pace of our growth. The combination of these risks may adversely affect our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.

Delays in the development and construction of real properties may have adverse effects on results of operations and returns to our stockholders.

If we experience delays in the development of our real properties, it could adversely affect your return. When properties are acquired prior to the start of construction or during the early stages of construction, it will typically take several months or longer to complete construction, to rent available space, and for rent payments to commence. Therefore, we may not receive any income from these properties and our ability to pay distributions to you could suffer. If we are delayed in the completion of any such construction project, our tenants may have the right to terminate preconstruction leases for space at such newly developed project. We may incur additional risks when we make periodic progress payments or other advances to builders prior to completion of construction. Each of these factors could result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly-constructed projects. Furthermore, the price we agree to pay for a real property will be based on our projections of rental income and expenses and estimates of the fair market value of the real property upon completion of construction. If our projections are inaccurate, we may pay too much for a property.

Changes in supply of or demand for similar properties in a particular area may increase the price of real estate assets we may seek to purchase or adversely affect the value of the properties we own.

The real estate industry is subject to market forces and we are unable to predict certain market changes including changes in supply of or demand for similar properties in a particular area. For example, if demand for the types of real estate assets in which we seek to invest were to sharply increase or supply of those assets were to sharply decrease, the prices of those assets could rise significantly. Any potential purchase of an overpriced asset could decrease our rate of return on these investments and result in lower operating results and overall returns to you. Likewise, a sharp increase in supply could adversely affect lease rates and occupancy, which could result in lower operating results and overall returns to you.

Retail properties depend on anchor tenants to attract shoppers and could be adversely affected by the loss of a key anchor tenant.

We may acquire retail properties in the future. Retail properties, like other properties, are subject to the risk that tenants may be unable to make their lease payments or may decline to extend a lease upon its expiration. A lease termination by a tenant that occupies a large area of a retail center (commonly referred to as an anchor tenant) could impact leases of other tenants. Other tenants may be entitled to modify the terms of their existing leases in the

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event of a lease termination by an anchor tenant, or the closure of the business of an anchor tenant that leaves its space vacant even if the anchor tenant continues to pay rent. Any such modifications or conditions could be unfavorable to us as the property owner and could decrease rents or expense recoveries. Additionally, major tenant closures may result in decreased customer traffic, which could lead to decreased sales at other stores. In the event of default by a tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.

Leases with retail properties’ tenants may restrict us from re-leasing space.

Most leases with retail tenants contain provisions giving the particular tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center. These provisions may limit the number and types of prospective tenants interested in leasing space in a particular retail property.

Short-term multifamily community leases associated with any multifamily residential properties we acquire may expose us to the effects of declining market rent and could adversely impact our ability to make cash distributions to you.

We expect that, to the extent that we invest in any multifamily residential properties, substantially all of our multifamily community leases will be for a term of one year or less. Because these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues may be impacted by declines in market rents more quickly than if our leases were for longer terms.

High levels of unemployment could adversely affect the occupancy and rental rates of any multifamily residential properties we acquire, with high quality multifamily communities suffering even more severely.

Increased levels of unemployment in multifamily markets could significantly decrease occupancy and rental rates. In times of increasing unemployment, multifamily occupancy and rental rates have historically been adversely affected by:


•	rental residents deciding to share rental units and therefore rent fewer units;


•	potential residents moving back into family homes or delaying leaving family homes;


•	a reduced demand for higher-rent units, such as those of high quality multifamily communities;


•	a decline in household formation;


•	persons enrolled in college delaying leaving college or choosing to proceed to or return to graduate school in the absence of available employment;


•	the inability or unwillingness of residents to pay rent increases; and


•	increased collection losses.

These factors generally have contributed to lower rental rates. If these factors worsen, our results of operations, financial condition and ability to make distributions to you may be adversely affected.

We may face risks associated with our student housing property.

Unlike other apartment housing, student housing communities are typically leased on an individual lease basis, by the bed, which limits each resident’s liability to his or her own rent without liability for a roommate’s rent. The lease terms are typically for one year or less and student housing properties must be almost entirely re-leased each year, exposing us to increased leasing risk. If we are unable to find new individual tenants for these properties, it could have an adverse effect on our results of operations.

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Many colleges and universities own and operate their own competing on-campus housing facilities, and changes in university admission policies could adversely affect us. For example, if a university reduces the number of student admissions or requires that certain students, such as freshmen, live in a university-owned facility, the demand for beds at our student housing property may be reduced and the occupancy rate at the property may decline.

If we acquire hospitality, leisure or healthcare properties, we will depend on others to manage those facilities.

In order to qualify as a REIT, we will not be able to operate any hospitality, leisure or healthcare properties that we acquire or participate in the decisions affecting the daily operations of these properties. We may lease any hospitality, leisure or healthcare properties we acquire to a taxable REIT subsidiary, or TRS, in which we may own up to a 100% interest. In order for the TRS to qualify as such and not adversely affect our qualification as a REIT, such TRS must enter into management agreements with eligible independent contractors, potentially including Hines or its affiliates, that are not our subsidiaries or otherwise controlled by us to manage these properties. Thus, independent operators, under management agreements with our TRS, will control the daily operations of our hospitality, leisure and healthcare-related properties.

We will depend on these independent management companies to operate our hospitality, leisure or healthcare properties. We will not have the authority to require these properties to be operated in a particular manner or to govern any particular aspect of the daily operations, such as establishing room rates at our hospitality or leisure properties. Thus, even if we believe our hospitality, leisure or healthcare properties are being operated inefficiently or in a manner that does not result in satisfactory results, we may not be able to force the management company to change its method of operation of these properties. We can only seek redress if a management company violates the terms of the applicable management agreement with the TRS, and then only to the extent of the remedies provided for under the terms of the management agreement. In the event that we need to replace any management company, we may be required by the terms of the management agreement to pay substantial termination fees and may experience significant disruptions at the affected properties.

The hospitality or leisure industry is seasonal.

The hospitality or leisure industry is seasonal in nature. As a result of the seasonality of the hospitality or leisure industry, there will likely be quarterly fluctuations in results of operations of any hospitality or leisure properties that we may own. Quarterly financial results may be adversely affected by factors outside our control.

The hospitality or leisure market is highly competitive and generally subject to greater volatility than our other market segments.

The hospitality or leisure business is highly competitive and influenced by factors such as location, room rates, quality, service levels, reputation and reservation systems, among many other factors. There are many competitors in this market, and these competitors may have substantially greater marketing and financial resources than those available to us. This competition, along with other factors, such as over-building in the hospitality or leisure industry and certain deterrents to traveling, may increase the number of rooms available and may decrease the average occupancy and room rates of our hospitality or leisure properties. The demand for rooms at any hospitality or leisure properties that we may acquire will change much more rapidly than the demand for space at other properties that we acquire. This volatility in room demand and occupancy rates could have a material adverse effect on our financial condition, results of operations and ability to pay distributions to you.

If we purchase assets at a time when the commercial real estate market is experiencing substantial influxes of capital investment and competition for properties, the real estate we purchase may not appreciate or may decrease in value.

Real estate investment transaction volume has increased and estimated going-in capitalization rates, or cap rates (ratio of the net projected operating income of a property in its initial fiscal year divided by the net purchase price), have fallen relative to their post-recession peaks in late 2009. There continues to be a significant amount of

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investment capital pursuing high-quality, well-located assets that generate stable cash flows, causing aggressive competition and pricing for assets which match our investment strategy. This may continue to drive prices higher, resulting in lower cap rates and returns. To the extent we purchase real estate in the future in this environment, we are subject to the risks that the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets if the real estate market ceases to attract the same level of capital investment in the future as it has recently attracted, or if the number of companies seeking to acquire such assets decreases. If any of these circumstances occur or the values of our investments are otherwise negatively affected, the value of your investment may be lower.

Risks Related to Investments in Real Estate-Related Securities

Investments in real estate-related securities are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate-related securities.

We expect to invest in real estate-related securities to help maintain liquidity to satisfy any share redemptions we choose to make in any particular month and to manage cash before investing subscription proceeds into properties. We may invest in real estate-related common equity, preferred equity and debt securities of both publicly traded and private real estate companies. Investments in real estate-related securities will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate-related debt investments discussed in this prospectus.

Real estate-related securities may be unsecured and subordinated to other obligations of the issuer. As a result, investments in real estate-related securities are subject to risks of (i) limited liquidity in the secondary trading market, (ii) substantial market price volatility, (iii) subordination to the prior claims of banks and other senior lenders to the issuer and preferred equity holders, (iv) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (v) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations and (vi) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the issuers thereof to pay dividends to us.

We will be subject to certain risks inherent in investing in publicly traded securities.

We expect to invest in securities that are publicly traded and are, therefore, subject to the risks inherent in investing in public securities. When investing in public securities, we may be unable to obtain financial covenants or other contractual rights, including management rights that it might otherwise be able to obtain in making privately negotiated investments. Moreover, we may not have the same access to information in connection with investments in public securities, either when investigating a potential investment or after making an investment, as compared to privately negotiated investments. The inability to sell public securities could materially adversely affect the investment results. In addition, an investment may be sold by us to a public company where the consideration received is a combination of cash and stock of the public company, which may, depending on the securities laws of the relevant jurisdiction, be subject to lock-up periods.

We may invest in real estate-related equity securities that are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.

The value of real estate-related securities, including those of publicly listed REITs, fluctuates in response to issuer, political, market and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments and they can affect a single issuer, multiple issuers within an industry, the economic sector or geographic region, or the market as a whole. The real estate industry is sensitive to economic downturns. The value of securities of companies engaged in real estate activities can be affected by changes in real estate values and rental income, property taxes, interest rates and tax and regulatory requirements.

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We may invest in equity of other REITs and other real estate-related companies, which subjects us to certain risks including those risks associated with an investment in our own common stock.

REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. REITs may be subject to a management fees and other expenses, and so when we invest in REITs we will bear our proportionate share of the costs of the REITs’ operations. Investing in REITs and real estate-related companies involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. The market value of REIT shares and the ability of the REIT to distribute income may be adversely affected by several factors, including the risks described herein that relate to an investment in our common stock. REITs depend generally on their ability to generate cash flow to make distributions to shareholders, and certain REITs have self-liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time. In addition, distributions received by us from REITs may consist of dividends, capital gains and/or return of capital. Generally, dividends received by us from REIT shares and distributed to our stockholders will not constitute “qualified dividend income” eligible for the reduced tax rate applicable to qualified dividend income. In addition, the performance of a REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.

REITs are also subject to interest rate risk. Rising interest rates may cause REIT investors to demand a higher annual yield, which may, in turn, cause a decline in the market price of the equity securities issued by a REIT.

Investing in certain REITs and real estate-related companies, which often have small market capitalizations, may also involve the same risks as investing in other small capitalization companies. REITs and real estate-related companies may have limited financial resources and their securities may trade less frequently and in limited volume and may be subject to more abrupt or erratic price movements than larger company securities.

Investments in real estate-related debt securities are subject to risks including various creditor risks and early redemption features which may materially adversely affect our results of operations and financial condition.

The debt securities and other interests in which we may invest may include secured or unsecured debt at various levels of an issuer’s capital structure. The debt securities in which we may invest may not be protected by financial covenants or limitations upon additional indebtedness, may be illiquid or have limited liquidity, and may not be rated by a credit rating agency. Debt securities are also subject to other creditor risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (ii) so- called lender liability claims by the issuer of the obligation and (iii) environmental liabilities that may arise with respect to collateral securing the obligations. Our investments may be subject to early redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by us earlier than expected, resulting in a lower return to us than anticipated or reinvesting in a new obligation at a lower return to us.

We may invest in commercial mortgage-backed securities, or CMBS, which are subject to all of the risks of the underlying mortgage loans and the additional risks of the securitization process.

CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. In a rising interest rate environment, the value of CMBS may be adversely affected when payments on underlying mortgages do not occur as anticipated, resulting in the extension of the security’s effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The value of CMBS may also change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole. In addition, CMBS are subject to the credit risk associated with the performance of the underlying mortgage properties.

The securitization process that CMBS go through may also result in additional risks. Generally, CMBS are issued in classes similar to mortgage loans. To the extent that we invest in a subordinate class, we will be paid interest only to the extent that there are funds available after paying the senior classes. To the extent the collateral pool includes delinquent loans, subordinate classes will likely not be fully paid and may not be paid at all.

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Subordinate CMBS are also subject to greater credit risk than those CMBS that are more highly rated. Further, the ratings assigned to any particular class of CMBS may not ultimately prove to be accurate. Thus, any particular class of CMBS may be riskier and more volatile than the rating assigned to such security which may result in the returns on any such CMBS investment to be less than anticipated.

Risks Related to Investments in Debt

Hines does not have substantial experience investing in mortgage, mezzanine, bridge or construction loans, B Notes, securitized debt or other debt related to properties in which we may invest, which could adversely affect our return on our loan investments.

We may make investments in mortgage, mezzanine, bridge or construction loans, B-Notes, securitized debt or other debt related to properties if our Advisor determines that it is advantageous to us due to the state of the real estate market or in order to diversify our investment portfolio. However, neither our Advisor nor any of its affiliates has any substantial experience investing in these types of loans and we may not have the expertise necessary to maximize the return on our investment in these types of loans.

If we make or invest in loans, our loans may be impacted by unfavorable real estate market conditions, which could decrease the value of our loan investments.

If we make or invest in loans, we will be at risk of default by the borrowers on those loans. These defaults may be caused by many conditions beyond our control, including interest rate levels and local and other economic conditions affecting real estate values. We may invest in unsecured loans. Even with respect to loans secured by real property, we will not know whether the values of the properties securing the loans will remain at the levels existing on the dates of origination of the loans. If the values of such underlying properties drop, our risk will increase with respect to secured loans because of the lower value of the security associated with such loans.

If we make or invest in loans, our loans will be subject to interest rate fluctuations, which could reduce our returns as compared to market interest rates as well as the value of the loans in the event we sell the loans.

If we invest in fixed-rate, long-term loans and interest rates rise, the loans could yield a return that is lower than then-current market rates. If interest rates decrease, we will be adversely affected to the extent that loans are prepaid, because we may not be able to make new loans at the previously higher interest rate. If we invest in variable interest rate loans, if interest rates decrease, our revenues will likewise decrease. Finally, if interest rates increase, the value of fixed-rate loans we own at such time would decrease which would lower the proceeds we would receive in the event we sell such assets.

Debt investments face prepayment risk that may adversely affect our results of operations and financial condition.

During periods of declining interest rates, the issuer of a security or borrower under a loan may exercise its option to prepay principal earlier than scheduled, forcing us to reinvest the proceeds from such prepayment in lower yielding securities or loans, which may result in a decline in our return. Debt investments frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met. An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer.

Delays in liquidating defaulted loans could reduce our investment returns.

If there are defaults under our loans secured by real property, we may not be able to repossess and sell the underlying properties quickly. The resulting time delay could reduce the value of our investment in the defaulted loans. An action to foreclose on a property securing a loan is regulated by state statutes and rules and is subject to many of the delays and expenses of other lawsuits if the defendant raises defenses or counterclaims. In the event of

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default by a borrower, these restrictions, among other things, may impede our ability to foreclose on or sell the secured property or to obtain proceeds sufficient to repay all amounts due to us on the loan.

We may make or invest in mezzanine loans, which involve greater risks of loss than senior loans secured by real properties.

We may make or invest in mezzanine loans that generally take the form of subordinated loans secured by second mortgages on the underlying real property or loans secured by a pledge of the ownership interests of an entity that directly or indirectly owns real property. These types of investments involve a higher degree of risk than long-term senior mortgage loans secured by real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our mezzanine loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan-to-value ratios than traditional mortgage loans, resulting in less equity in the real property and increasing our risk of loss of principal.

We may invest in B-Notes, which are subject to additional risks as a result of the privately negotiated structure and terms of such transactions which may result in losses.

We may invest in B-Notes, which are typically secured by a first mortgage on a single large commercial property or group of related properties and subordinated to an A-Note secured by the same first mortgage on the same collateral. If a borrower defaults on a B-Note, A-Note holders would be paid first and there may not be sufficient funds remaining to repay us and other B-Note holders. B-Notes can vary in their structural characteristics and risks because each transaction is privately negotiated. For example, the rights of holders of B-Notes to control the process following a borrower default may be limited in certain investments. We cannot predict the terms of each B-Note investment. Moreover, because B-Notes are typically secured by a single property or group of related properties, such investments may not be as diversified as investments secured by a pool of properties and therefore may be subject to increased risks.

Bridge loans may involve a greater risk of loss than conventional mortgage loans.

We may provide bridge loans secured by first lien mortgages on properties to borrowers who are typically seeking short-term capital in connection with acquisitions, developments or refinancings of real estate. In connection with such investments, there is a risk that the borrower may not achieve its investment objectives and that we may therefore not recover some or all of our investment in such bridge loans. For example, if we provide a bridge loan to a borrower who has identified an undervalued asset, either due to mismanagement of the underlying assets or as a result of what the borrowers deem to be a recovering market, and the market in which such asset is located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the bridge loan.

In addition, owners usually borrow funds under a conventional mortgage loan to repay a bridge loan. If the borrower is unable to obtain permanent financing to repay our bridge loan, we may lose some or all of our investment. Bridge loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event we make a bridge loan to a borrower who defaults, we bear the risk of loss of principal and nonpayment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount of the bridge loan. To the extent we suffer such losses with respect to our investments in bridge loans, it could adversely impact our business, results of operations, cash flows and financial ability and our ability to make distributions to you and the value of your investment.

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Non-conforming and non-investment grade loans are subject to an increased risk of loss.

Loans we may acquire or originate may not conform to conventional loan criteria applied by traditional lenders and may not be rated or may be rated as “non-investment grade.” Non-investment grade ratings for these loans typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the loans, the borrowers’ credit history, the properties’ underlying cash flow or other factors. Therefore, non-conforming and investment loans we acquire or originate may have a higher risk of default and loss than conventional loans. Any loss we incur may adversely impact our business, results of operations, cash flows and financial ability and our ability to make distributions to you and the value of your investment.

Our debt investments may be considered illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

The debt investments we may make in connection with privately negotiated transactions may not be registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited. The mezzanine loans we may purchase in the future will be particularly illiquid investments due to their short life, their unsuitability for securitization and the greater difficulty of recoupment in the event of a borrower’s default.

Risks Related to International Investments

We are subject to additional risks from our international investments.

We expect to continue to purchase real estate investments located in, or related to assets located in, the United States and internationally, and may make or purchase loans or participations in loans secured by property located outside the United States. These investments may be affected by factors particular to the laws and business practices of the jurisdictions in which the properties are located. These laws and business practices may expose us to risks that are different from and in addition to those commonly found in the United States. Foreign investments are subject to risk, including the following risks:


•	the burden of complying with a wide variety of foreign laws;


•	changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such environmental laws;


•	existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin;


•	the potential for expropriation;


•	possible currency transfer restrictions;


•	imposition of adverse or confiscatory taxes;


•	changes in real estate and other tax rates and changes in other operating expenses in particular countries;


•	possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments;


•	adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions;

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•	the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies;


•	general political and economic instability in certain regions;


•	the potential difficulty of enforcing obligations in other countries; and


•	Hines’ limited experience and expertise in foreign countries relative to its experience and expertise in the United States.

Investments in properties or other real estate investments outside the United States subject us to foreign currency risks, which may adversely affect distributions and our REIT status.

Revenues generated from any properties or other real estate investments we acquire or ventures we enter into relating to transactions involving assets located in markets outside the United States likely will be denominated in the local currency. Therefore, any investments we make outside the United States may subject us to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange rates of any such foreign currency to the U.S. dollar may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity.

Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign currency which are not considered cash or cash equivalents may adversely affect our status as a REIT.

The United Kingdom’s determination to exit the European Union could adversely affect market rental rates and commercial real estate values in the United Kingdom and Europe.

On June 23, 2016, the United Kingdom held a non-binding referendum in which a majority of voters voted in favor of the United Kingdom’s exit from the European Union. On March 29, 2017, the United Kingdom gave formal notice of its exit from the European Union and commenced the two-year period of negotiations to determine the terms of the United Kingdom’s relationship with the European Union after the exit, including, among other things, the terms of trade between the United Kingdom and the European Union. The effects of the exit will depend on any agreements the United Kingdom makes to retain access to European Union markets either during a transitional period or more permanently. The announcement of the Brexit vote caused significant volatility in global stock markets and currency exchange rate fluctuations that resulted in the strengthening of the U.S. dollar against foreign currencies in which we conduct business. The strengthening of the U.S. dollar relative to other currencies such as the Euro may adversely affect our results of operations. In addition, the uncertainty caused by the Brexit vote and the notice of departure may:


•	adversely affect European and worldwide economic and market conditions;


•	adversely affect commercial property market rental rates in the United Kingdom and continental Europe;


•	adversely affect commercial property market values in the United Kingdom and continental Europe;


•	adversely affect the availability of financing for commercial properties in the United Kingdom and continental Europe, which could reduce the price for which we are able to sell properties we have acquired in such geographic locations; and


•	create further instability in global financial and foreign exchange markets, including volatility in the value of the Sterling and Euro.

Each of these effects may occur before the United Kingdom departs from the European Union because the capital and credit markets are subject to volatility and disruption caused by the uncertainty introduced by the Brexit

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vote. As of December 31, 2017, 9.3% of our real estate investment portfolio consisted of one property located in Reading, United Kingdom (based on the estimated aggregate value of our real estate investments). A decline in economic conditions could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our portfolio, which could, among other things, adversely affect our business and financial condition.

Inflation in foreign countries, along with government measures to curb inflation, may have an adverse effect on our investments.

Certain countries have in the past experienced extremely high rates of inflation. Inflation, along with governmental measures to curb inflation, coupled with public speculation about possible future governmental measures to be adopted, has had significant negative effects on these international economies in the past and this could occur again in the future. The introduction of governmental policies to curb inflation can have an adverse effect on our business. High inflation in the countries in which we purchase real estate or make other investments could increase our expenses and we may not be able to pass these increased costs on to our tenants.

Lack of compliance with the United States Foreign Corrupt Practices Act, or FCPA, could subject us to penalties and other adverse consequences.

We are subject to the FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including potential competitors, are not subject to these prohibitions. Fraudulent practices, including corruption, extortion, bribery, pay-offs, theft and others, occur from time-to-time in countries in which we may do business. If people acting on our behalf or at our request are found to have engaged in such practices, severe penalties and other consequences could be imposed on us that may have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment.

Risks Related to Organizational Structure

Any interest in Hines Global will be diluted by the Special OP Units and any other OP Units in the Operating Partnership and any interest in Hines Global may be diluted if we issue additional shares.

Hines Global owned a 99.9% general partner interest in the Operating Partnership as of December 31, 2017. Hines Global REIT II Associates Limited Partnership owns the remaining interest in the Operating Partnership, and our Advisor holds the Special OP Units in the Operating Partnership, which were issued as consideration for an obligation by Hines and its affiliates to perform future services in connection with our real estate operations. Please see “Management Compensation” for a summary of these interests. Payments with respect to these interests will reduce the amount of distributions that would otherwise be payable to you in the future.

Stockholders do not have preemptive rights to acquire any shares issued by us in the future. Therefore, investors purchasing our common shares in this offering may experience dilution of their equity investment if we:


•	sell shares in this offering or sell additional shares in the future, including those issued pursuant to our distribution reinvestment plan;


•	sell securities that are convertible into shares, such as OP Units;


•	at the option of our Advisor issue common shares or OP Units to pay for certain fees and distributions;


•	issue OP Units or common shares to our Advisor or its affiliates in exchange for advances or deferrals of fees;


•	issue shares in a private offering; or

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•	issue shares to sellers of properties acquired by us in connection with an exchange of partnership units from the Operating Partnership.

We have issued shares of common stock as dividends and may issue preferred shares or separate classes or series of common shares, which issuance could adversely affect the holders of our common shares.

Holders of our common stock do not have preemptive rights to any shares issued by us in the future. With the authorization of our board of directors, we declared special daily stock dividends for the period from October 1, 2014 through June 30, 2015, which may dilute the value of our shares. In addition, we may issue, without stockholder approval, preferred shares or a class or series of common shares with rights that could adversely affect the holders of our common shares. Upon the affirmative vote of a majority of our directors (including, in the case of preferred shares, a majority of our independent directors), our charter authorizes our board of directors (without any further action by our stockholders) to issue preferred shares or common shares in one or more classes or series, and to fix the voting rights (subject to certain limitations), liquidation preferences, distribution rates, conversion rights, redemption rights and terms, including sinking fund provisions, and certain other rights and preferences with respect to such classes or series of shares. If we ever create and issue preferred shares with a distribution preference over common shares, payment of any distribution preferences of outstanding preferred shares would reduce the amount of funds available for the payment of distributions on the common shares. Further, holders of preferred shares are normally entitled to receive a preference payment in the event we liquidate, dissolve or wind up before any payment is made to the common stockholders, likely reducing the amount common stockholders would otherwise receive upon such an occurrence. We could also designate and issue shares in a class or series of common shares with similar rights. In addition, under certain circumstances, the issuance of preferred shares or a separate class or series of common shares may render more difficult or tend to discourage:


•	a merger, tender offer or proxy contest;


•	the assumption of control by a holder of a large block of our securities; and/or


•	the removal of incumbent management.

Our board of directors determines our major policies and operations which increases the uncertainties faced by you.

Our board of directors determines our major policies, including our policies regarding acquisitions, dispositions, financing, growth, debt capitalization, REIT qualification, redemptions and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Under the Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board of directors’ broad discretion in setting policies and your inability to exert control over those policies increases the uncertainty and risks you face, especially if our board of directors and you disagree as to what course of action is in your best interests.

The ownership limit in our charter may discourage a takeover attempt.

Our charter provides that no holder of shares, other than any person to whom our board of directors grants an exemption, may directly or indirectly own more than 9.9% of the number or value, whichever is more restrictive, of the aggregate of our outstanding shares or more than 9.9% of the number or value, whichever is more restrictive, of the outstanding shares of any class or series of our outstanding securities. This ownership limit may deter tender offers for our common shares, which offers may be attractive to our stockholders, and thus may limit the opportunity for stockholders to receive a premium for their common shares that might otherwise exist if an investor attempted to assemble a block of common shares in excess of 9.9% of the number or value, whichever is more restrictive, of the aggregate of our outstanding shares, or 9.9% in number or value, whichever is more restrictive, of the outstanding common shares or otherwise to effect a change of control in us. Please see the “Description of Capital Stock—Restrictions on Transfer” section of this prospectus for additional information regarding the restrictions on transfer of our common shares.

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We will not be afforded the protection of the Maryland General Corporation Law relating to business combinations.

Provisions of the Maryland General Corporation Law prohibit business combinations, unless prior approval of the board of directors is obtained before the person seeking the combination became an interested stockholder, with:


•	any person who beneficially owns 10% or more of the voting power of our outstanding voting shares (an “interested stockholder”);


•	any of our affiliates or associates who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares (also an “interested stockholder”); or


•	an affiliate of an interested stockholder.

These prohibitions are intended to prevent a change of control by interested stockholders who do not have the support of our board of directors. Because our charter contains limitations on ownership of more than 9.9% of our common shares, our board of directors has adopted a resolution presently opting out of the business combinations statute. Therefore, we will not be afforded the protections of this statute and, accordingly, there is no guarantee that the ownership limitations in our charter will provide the same measure of protection as the business combinations statute and prevent an undesired change of control by an interested stockholder.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs' attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the Maryland General Corporation Law to authorize the adoption of such provisions.

We are not registered as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act, and therefore we will not be subject to the requirements imposed on an investment company by the Investment Company Act which may limit or otherwise affect our investment choices.

Hines Global, the Operating Partnership, and our subsidiaries will conduct our businesses so that none of such entities are required to register as “investment companies” under the Investment Company Act. The operation of a business in a manner so as not to be subject to regulation as an investment company requires an analysis of and compliance with complex laws, regulations and SEC staff interpretations, not all of which are summarized herein. Although we could modify our business methods at any time, at the present time we expect that the focus of our activities will involve investments in real estate, buildings, and other assets that can be referred to as “sticks and bricks” and therefore we will not be an investment company under Section 3(a)(1)(A) of the Investment Company

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Act. We may invest in other real estate investments and will otherwise be considered to be in the real estate business.

Companies subject to the Investment Company Act are required to comply with a variety of substantive requirements such as requirements relating to:


•	limitations on the capital structure of the entity;


•	restrictions on certain investments;


•	prohibitions on transactions with affiliated entities; and


•	public reporting disclosures, record keeping, voting procedures, proxy disclosure and similar corporate governance rules and regulations.

These and other requirements are intended to provide benefits and/or protections to security holders of investment companies. Because we and our subsidiaries do not expect to be subject to these requirements, you will not be entitled to these benefits or protections. It is our policy to operate in a manner that will not require us to register as an investment company, and we do not expect or intend to register as an “investment company” under the Investment Company Act.

We do not expect that we, the Operating Partnership, or other subsidiaries will be an investment company because we intend to ensure that holdings of investment securities by each such entity will not exceed 40% of the total assets of that entity and that no such entity holds itself out as being engaged primarily in the business of investing in securities. If an entity were to hold investment securities having a value exceeding 40% of the value of the entity’s total assets, and no other exclusion from registration was available, that entity might be required to register as an investment company. In order to avoid such a result, we, the Operating Partnership, or a subsidiary may be unable to sell assets we would otherwise want to sell or may need to sell assets we would otherwise wish to retain. In addition, we may also have to forgo opportunities to acquire certain investments or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase.

If Hines Global, the Operating Partnership or any subsidiary owns assets that qualify as “investment securities” and the value of such assets exceeds 40% of the value of its total assets, the entity would be deemed to be an investment company absent another exclusion from the Investment Company Act. Certain of the subsidiaries that we may form in the future could seek to rely upon the exclusion provided by Section 3(c)(5)(C) of that Act, which is available for, among other things, entities “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion, as interpreted by the staff of the SEC, generally requires that at least 55% of an entity’s portfolio be comprised of qualifying interests and the remaining 45% of the entity’s portfolio be comprised primarily of real estate-type interests (as such terms have been interpreted by the staff of the SEC). SEC staff no-action letters have indicated that the foregoing real estate-type interests test will be met if at least 25% of such entity’s assets are invested in real estate-type interests, which threshold is subject to reduction to the extent that the entity invested more than 55% of its total assets in qualifying interests, and no more than 20% of such entity’s total assets are invested in miscellaneous investments. Qualifying interests for this purpose include actual interests in real estate, certain mortgage loans and other assets as interpreted in a manner consistent with SEC staff guidance. We intend to treat the following as real estate-type interests: non-agency RMBS; CMBS, debt and equity securities of companies primarily engaged in real estate businesses; agency partial pool certificates and securities issued by pass-through entities of which substantially all of the assets consist of qualifying interests; and/or real estate-related assets. Due to the factual nature of this test, we, the Operating Partnership, or a subsidiary may be unable to sell assets we would otherwise want to sell or may need to sell assets we would otherwise wish to retain, if we deem it necessary to remain in compliance with the foregoing standards. In addition, we may have to forgo opportunities to acquire certain investments or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase, if we deem it necessary to remain in compliance with the foregoing standards.

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In addition, we, the Operating Partnership and/or our subsidiaries may rely upon other exclusions, including the exclusion provided by Section 3(c)(6) of the Investment Company Act (which excludes, among other things, parent entities whose primary business is conducted through majority-owned subsidiaries relying upon the exclusion provided by Section 3(c)(5)(C) (discussed above)), from the definition of an investment company and the registration requirements under the Investment Company Act.

There can be no assurance that the laws and regulations governing the Investment Company Act status of REITs (and/or their subsidiaries), including actions by the SEC or its staff providing more specific or different guidance regarding these exclusions, will not change in a manner that adversely affects our operations. For example, on August 31, 2011, the SEC issued a concept release requesting comments regarding a number of matters relating to the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act, including the nature of assets that qualify for purposes of the exclusion and whether mortgage REITs should be regulated in a manner similar to investment companies. To the extent that the SEC or the SEC staff provides more specific guidance regarding any of the matters bearing upon the exclusions discussed above or other exclusions from the definition of an investment company under the Investment Company Act upon which we may rely, we may be required to change the way we conduct our business or adjust our strategy accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen. If we meet the definition of an investment company under the Investment Company Act and we fail to qualify for an exclusion therefrom, our ability to use leverage and other business strategies would be substantially reduced. Our business will be materially and adversely affected if we fail to qualify for an exclusion from regulation under the Investment Company Act.

If Hines Global or the Operating Partnership is required to register as an investment company under the Investment Company Act, the additional expenses and operational limitations associated with such registration may reduce your investment return or impair our ability to conduct our business as planned.

If we become an investment company or are otherwise required to register as an investment company, we might be required to revise some of our current policies, or substantially restructure our business, to comply with the Investment Company Act. This would likely require us to incur the expense and delay of holding a stockholder meeting to vote on proposals for such changes. Further, if we were required to register as an investment company, but failed to do so, we would be prohibited from engaging in our business, criminal and civil actions could be brought against us, some of our contracts might be unenforceable, unless a court were to direct enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

If we internalize our management functions, we could incur adverse effects on our business and financial condition, including significant costs associated with becoming and being self-managed and the percentage of our outstanding common stock owned by our stockholders could be reduced.

If we seek to list our shares on an exchange as a way of providing our stockholders with a liquidity event, we may consider internalizing the functions performed for us by our Advisor. An internalization could take many forms, for example, we may hire our own group of executives and other employees or we may acquire our Advisor or its respective assets including its existing workforce. Any internalization could result in significant payments, including in the form of our stock, to the owners of our Advisor as compensation, which could reduce the percentage ownership of our then existing stockholders and concentrate ownership in Hines. In addition, there is no assurance that internalizing our management functions will be beneficial to us and our stockholders. For example, we may not realize the perceived benefits because of: (i) the costs of being self-managed; (ii) our inability to effectively integrate a new staff of managers and employees; or (iii) our inability to properly replicate the services provided previously by our Advisor or its affiliates. Additionally, internalization transactions have also, in some cases, been the subject of litigation and even if these claims are without merit, we could be forced to spend significant amounts of money defending claims which would reduce the amount of funds available for us to invest in real estate investments or to pay distributions. In connection with any such internalization transaction, a special committee consisting of our independent directors will be appointed to evaluate the transaction and to determine whether a fairness opinion should be obtained.

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Risks Related to Potential Conflicts of Interest

We compete with affiliates of Hines for real estate investment opportunities and some of these affiliates have preferential rights to accept or reject certain investment opportunities in advance of our right to accept or reject such opportunities.

Hines has existing real estate joint ventures, funds and programs, which we collectively refer to as real estate investment vehicles, with investment objectives and strategies similar to ours. Because we compete with these real estate investment vehicles for investment opportunities, Hines faces conflicts of interest in allocating investment opportunities between us and these other real estate investment vehicles. We have limited rights to specific investment opportunities located by Hines. Some of these entities have a priority right over other Hines real estate investment vehicles, including us, to accept investment opportunities that meet certain defined investment criteria. Because we and other Hines real estate investment vehicles rely on Hines to present us with investment opportunities, these rights will reduce our investment opportunities. Please see “Conflicts of Interest—Competitive Activities of Hines and its Affiliates” for a description of some of these entities and priority rights. We therefore may not be able to invest in, or we may only invest indirectly with or through another Hines affiliated real estate investment vehicle in, certain investments we otherwise would make directly. To the extent we invest in opportunities with another real estate investment vehicles affiliated with Hines, we may not have the control over such investment we would otherwise have if we owned all of or otherwise controlled such assets.

We do not have priority rights to specific investment opportunities located by Hines. Our right to participate in Hines’ investment allocation process will terminate if we are no longer advised by an affiliate of Hines. For investment opportunities not covered by this allocation procedure, Hines will decide in its discretion, subject to any priority rights it grants or has granted to other Hines-managed or otherwise affiliated real estate investment vehicles, how to allocate such opportunities among us, Hines and other real estate investment vehicles. Because we do not have a right to accept or reject any investment opportunities before Hines or one or more Hines real estate investment vehicles have the right to accept such opportunities, and are otherwise subject to Hines’ discretion as to the investment opportunities we will receive, we may not be able to review and/or invest in opportunities which we would otherwise pursue if we were the only real estate investment vehicle sponsored by Hines or had a priority right in regard to such investments. We are subject to the risk that, as a result of the conflicts of interest between Hines, us and other real estate investment vehicles sponsored or managed by or affiliated with Hines, and the priority rights Hines has granted or may in the future grant to any such other real estate investment vehicles, we may not be offered favorable investment opportunities located by Hines when it would otherwise be in our best interest to accept such investment opportunities, and our business, results of operations, cash flows and financial condition and our ability to make distributions to you and the value of your investment may be adversely impacted thereby.

We may compete with other investment vehicles affiliated with Hines for tenants.

Hines and its affiliates are not prohibited from engaging, directly or indirectly, in any other business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition, development, ownership, management, leasing or sale of real estate projects. Hines or its affiliates own and/or manage properties in most, if not all, geographical areas in which we expect to acquire interests in real estate assets. Therefore, our properties may compete for tenants with other properties owned and/or managed by Hines and its affiliates, including Hines Global REIT. Hines may face conflicts of interest when evaluating tenant opportunities for our properties and other properties owned and/or managed by Hines and its affiliates and these conflicts of interest may have a negative impact on our ability to attract and retain tenants. Please see “Conflicts of Interest—Competitive Activities of Hines and its Affiliates” for a description of these conflicts of interest.

Employees of our Advisor and Hines will face conflicts of interest relating to time management and allocation of resources and investment opportunities.

We do not have employees. Pursuant to a contract with Hines, we rely on employees of Hines and its affiliates to manage and operate our business and they are contractually bound to devote the time and attention reasonably necessary to conduct our business in an appropriate manner. Our officers and the officers and employees

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of our Advisor, Hines and its affiliates hold similar positions in numerous entities and they may from time to time allocate more of their time to service the needs of such entities than they allocate to servicing our needs. Hines is not restricted from acquiring, developing, operating, managing, leasing or selling real estate through entities other than us and Hines will continue to be actively involved in real estate operations and activities other than our operations and activities. Hines currently controls and/or operates other entities that own properties in many of the markets in which we will seek to invest. Hines spends a material amount of time managing these properties and other assets unrelated to our business. We lack the ability to manage it without the time and attention of Hines’ employees. We encourage you to read the “Conflicts of Interest” section of this prospectus for a further discussion of these topics.

Hines and its affiliates are general partners and sponsors of other real estate investment vehicles having investment objectives and legal and financial obligations similar to ours, including Hines Global REIT. Because Hines and its affiliates have interests in other real estate investment vehicles and also engage in other business activities, they may have conflicts of interest in allocating their time and resources among our business and these other activities. Our officers and directors, as well as those of our Advisor, own equity interests in entities affiliated with Hines from which we may buy properties. These individuals may make substantial profits in connection with such transactions, which could result in conflicts of interest. Likewise, such individuals could make substantial profits as the result of investment opportunities allocated to entities affiliated with Hines other than us. As a result of these interests, they could pursue transactions that may not be in our best interest.

Hines may face conflicts of interest if it sells properties it acquires or develops to us.

We may in the future acquire properties from Hines and affiliates of Hines. We may acquire properties Hines currently owns or hereafter acquires from third parties. Hines may also develop properties and then sell the completed properties to us. Similarly, we may provide development loans to Hines in connection with these developments. Hines, its affiliates and its employees (including our officers and directors) may make substantial profits in connection with such transactions. We must follow certain procedures when purchasing assets from Hines and its affiliates. Please see “Conflicts of Interest—Certain Conflict Resolution Procedures” below. Hines may owe fiduciary and/or other duties to the selling entity in these transactions and conflicts of interest between us and the selling entities could exist in such transactions. Because we are relying on Hines, these conflicts could result in transactions based on terms that are less favorable to us than we would receive from a third party.

Our Advisor faces a conflict of interest because the fees it receives for services performed are based in part on our NAV, which our Advisor is ultimately responsible for determining.

Our Advisor is paid an asset management fee for its services based on our NAV, which is calculated based in part on information provided by our Advisor. In addition, the distributions to be received by our Advisor with respect to its performance participation interest in the Operating Partnership will be based in part upon the Operating Partnership’s net assets (which is a component of our NAV). The calculation of our NAV includes certain subjective judgments with respect to estimating, for example, the value of our portfolio and our accrued expenses, net portfolio income and liabilities, and therefore, our NAV may not correspond to realizable value upon a sale of those assets. Our Advisor may benefit by us retaining ownership of our assets at times when our stockholders may be better served by the sale or disposition of our assets in order to avoid a reduction in our NAV. If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock or the price paid for the redemption of your shares of common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth less than the purchase price or more than the redemption price.

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for our portfolio. We may be required to pay our Advisor an asset management fee in a particular period despite experiencing a net loss or a decline in the value of our portfolio during that period.

The existence of the 12.5% performance participation interest in our Operating Partnership to which our Advisor is entitled, is based on our total distributions plus the change in NAV per share, may create an incentive for our Advisor to make riskier or more speculative investments on our behalf than it would otherwise make in the absence of such performance-based compensation. In addition, the change in NAV per share will be based on the value of our investments on the applicable measurement dates and not on realized gains or losses. As a result, our Advisor may receive distributions based on unrealized gains in certain assets at the time of such distributions and such gains ultimately may not be realized when those assets are eventually disposed of.

Our Dealer Manager may face conflicts of interest caused by compensation arrangements with us, which could result in actions that are not in your best interest.

Our Dealer Manager will be paid ongoing distribution and stockholder servicing fees with respect to Class T Shares, Class S Shares and Class D Shares until the earliest to occur of several events, including a listing of our common shares and our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets ,which may incentivize our Advisor not to recommend a listing, sale, merger or other liquidity event until our Dealer Manager has been paid all distribution and stockholder servicing fees, because the completion of such transactions would cause the payment of such fees to our Dealer Manager to cease.

Hines may face conflicts of interest in connection with the management of our day-to-day operations and in the enforcement of agreements between Hines and its affiliates.

Hines and our Advisor manage our day-to-day operations and properties pursuant to an advisory agreement. This agreement was not negotiated at arm’s length and certain fees payable by us under such agreement will be paid regardless of our performance. Hines and its affiliates may encounter conflicts of interest with respect to position as to matters relating to this agreement. Areas of potential conflict include the computation of fees and reimbursements under such agreements, the enforcement, renewal and/or termination of the agreements and the priority of payments to third parties as opposed to amounts paid to affiliates of Hines. These fees may be higher than fees charged by third parties in an arm’s-length transaction as a result of these conflicts.

Certain of our officers and directors face conflicts of interest relating to the positions they hold with other entities.

All of our officers and non-independent directors are also officers and directors of our Advisor and/or other entities controlled by Hines. Some of these entities may compete with us for investment and leasing opportunities. These personnel owe fiduciary duties to these other entities and their security holders and these duties may from time to time conflict with the fiduciary duties such individuals owe to us and our stockholders. For example, conflicts of interest adversely affecting our investment decisions could arise in decisions or activities related to:


•	the allocation of new investments among us and other entities operated by Hines;


•	the allocation of time and resources among us and other entities operated by Hines;


•	the timing and terms of the investment in or sale of an asset;


•	investments with Hines and affiliates of Hines;


•	the compensation paid to our Advisor; and


•	our relationship with Hines in the management of our properties.

These conflicts of interest may also be impacted by the fact that such individuals may have compensation structures tied to the performance of such other entities controlled by Hines and these compensation structures may

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potentially provide for greater remuneration in the event an investment opportunity is presented to a Hines affiliate rather than us.

Our officers and directors have limited liability.

Generally, we are obligated under our charter to indemnify our officers and directors against certain liabilities incurred in connection with their services. We enter into indemnification agreements with each of our officers and directors pursuant to which we generally agree to indemnify our officers and directors for any such liabilities that they incur. These indemnification agreements, as well as the indemnification provisions in our charter, could limit our ability and the ability of our stockholders to effectively take action against our officers and directors arising from their service to us. In addition, there could be a potential reduction in distributions resulting from our payment of premiums associated with insurance or payments of a defense, settlement or claim. You should read the section of this prospectus under the caption “Management—Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents” for more information about the indemnification of our officers and directors.

Our UPREIT structure may result in potential conflicts of interest.

Persons holding OP Units have the right to vote on certain amendments to the Agreement of Limited Partnership of the Operating Partnership, as well as on certain other matters. Persons holding such voting rights may exercise them in a manner that conflicts with the interests of our stockholders. As general partner of the Operating Partnership, we will be obligated to act in a manner that is in the best interest of all partners of the Operating Partnership. Circumstances may arise in the future when the interests of limited partners in the Operating Partnership may conflict with the interests of our stockholders.

Risks Related to Taxes

If we fail to qualify as a REIT, our operations and our ability to pay distributions to our stockholders would be adversely impacted.

We believe that we qualify as a REIT under the Code. A REIT generally is not taxed at the corporate level on income that it currently distributes to its stockholders. Qualification as a REIT involves the application of highly technical and complex rules for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT. In addition, new legislation, regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification. See “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT.”

If we were to fail to qualify as a REIT in any taxable year:


•	we would not be allowed to deduct our distributions to our stockholders when computing our taxable income;


•	we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates;


•	we would be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions;


•	our cash available for distribution would be reduced and we would have less cash to distribute to our stockholders; and


•	we might be required to borrow additional funds or sell some of our assets in order to pay corporate tax obligations we may incur as a result of our disqualification.

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See “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT” and “—Failure to Qualify as a REIT.”

We may be required to defer repatriation of cash from foreign jurisdictions in order to qualify as a REIT.

Investments in foreign real property may be subject to foreign currency gains and losses. Certain foreign currency gains will generally be excluded from income for purposes of determining our satisfaction of one or both of the REIT gross revenue tests; however, under certain circumstances (for example, if we regularly trade in foreign securities) such gains will be treated as non-qualifying income. To reduce the risk of foreign currency gains adversely affecting our REIT qualification, we may be required to defer the repatriation of cash from foreign jurisdictions or to employ other structures that could affect the timing, character or amount of income we receive from our foreign investments. No assurance can be given that we will be able to manage our foreign currency gains in a manner that enables us to qualify as a REIT or to avoid U.S. federal income and other taxes on our income as a result of foreign currency gains. See “Material U.S. Federal Income Tax Considerations—Gross Income Tests” and “—Foreign Currency Gain.”

If the Operating Partnership is classified as a “publicly traded partnership” under the Code, our operations and our ability to pay distributions to you could be adversely affected.

We believe that the Operating Partnership will be treated as a partnership, and not as an association or a publicly traded partnership for federal income tax purposes. In this regard, the Code generally classifies “publicly traded partnerships” (as defined in Section 7704 of the Code) as associations taxable as corporations (rather than as partnerships), unless substantially all of their taxable income consists of specified types of passive income. In order to minimize the risk that the Code would classify the Operating Partnership as a “publicly traded partnership” for tax purposes, we placed certain restrictions on the transfer and/or repurchase of partnership units in the Operating Partnership. However, if the Internal Revenue Service, or IRS, successfully determines that the Operating Partnership should be taxed as a corporation, the Operating Partnership would be required to pay U.S. federal income tax at corporate rates on its net income, its partners would be treated as stockholders of the Operating Partnership and distributions to partners would constitute non-deductible distributions in computing the Operating Partnership’s taxable income. In addition, we could fail to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership would reduce our amount of cash available for distribution to you. See “Material U.S. Federal Income Tax Considerations—Tax Aspects of Our Investments in Our Operating Partnership.”

Distributions to tax-exempt investors may be classified as unrelated business taxable income.

Neither ordinary nor capital gain distributions with respect to our common shares nor gain from the sale of common shares should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:

•

part of the income and gain recognized by certain qualified employee pension trusts with respect to our common shares may be treated as unrelated business taxable income if our stock is predominately held by qualified employee pension trusts, we are required to rely on a special look through rule for purposes of meeting the REIT stock ownership tests, and we are not operated in such a manner as to otherwise avoid treatment of such income or gain as unrelated business taxable income;


•	part of the income and gain recognized by a tax exempt investor with respect to our common shares would constitute unrelated business taxable income if such investor incurs debt in order to acquire the common shares; and


•	part or all of the income or gain recognized with respect to our common shares by social clubs, voluntary employee benefit associations and supplemental unemployment benefit trusts which are exempt from federal income taxation under Sections 501(c)(7), (9) or (17) of the Code may be treated as unrelated business taxable income.

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See “Material U.S. Federal Income Tax Considerations—Treatment of Tax-Exempt Stockholders.”

Stockholders who participate in our distribution reinvestment plan may realize taxable income without receiving cash distributions.

If you participate in the distribution reinvestment plan, you will be required to take into account, in computing your taxable income, ordinary and capital gain distributions allocable to shares you own, even though you receive no cash because such distributions are reinvested. In addition, the difference between the public offering price of our shares and the transaction price paid for shares purchased pursuant to our distribution reinvestment plan may be deemed to be taxable as income to participants in the plan. See “Description of Capital Stock—Distribution Reinvestment Plan.”

Foreign investors may be subject to the FIRPTA on sale of common shares if we are unable to qualify as a “domestically controlled” REIT.

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to a tax under the Foreign Investment in Real Property Tax Act, or “FIRPTA,” on the gain recognized on the disposition. FIRPTA tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In addition, FIRPTA will apply if we make a distribution that is attributable to gain recognized by us on a disposition of a U.S. real property interest, even if we are domestically controlled. A REIT is “domestically controlled” if less than 50% of the REIT’s capital stock, by value, has been owned, directly and indirectly, by persons who are not U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence.

We cannot assure you that we will qualify as a “domestically controlled” REIT. If we were to fail to so qualify, gains realized by foreign investors other than “qualified foreign pension plans” on a sale of our common shares would be subject to tax under FIRPTA (unless our common shares were traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than 10% of the value of our outstanding common shares). Our common shares are not currently traded on an established securities market. See “Material U.S. Federal Income Tax Considerations—Taxation of Non-U.S. Stockholders.”

In certain circumstances, we may be subject to federal, state, and local or foreign income or other taxes, which would reduce our cash available to pay distributions to our stockholders.

Even if we qualify and maintain our status as a REIT, we may be subject to certain federal, state, local or foreign, income or other taxes. For example, if we have net income from a “prohibited transaction,” such income will be subject to a 100% tax. We may not be able to make sufficient distributions to avoid paying federal income tax and/or the 4% excise tax that applies to certain income retained by a REIT. We may also decide to retain income that we earn from the sale or other disposition of our properties and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability. We may also be subject to state and local taxes on our income or property, either directly or at the level of the Operating Partnership or of other entities through which we indirectly own our assets. Any taxes that we pay will reduce our cash available for distribution to you. See “Material U.S. Federal Income Tax Considerations—Taxation of our Company.”

We have entered, and may continue to enter into, certain hedging transactions which may have a potential impact on our REIT status.

We have entered into hedging transactions with respect to certain of our activities and may continue to enter into similar transactions in the future. Our hedging activities may include entering into interest rate and/or foreign currency swaps, caps and floors, options to purchase these items, and futures and forward contracts. The gross income tests applicable to REITs generally exclude any income or gain from a hedging or similar transaction

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entered into by the REIT primarily to manage the risk of interest rate, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or to manage the risk of currency fluctuations with respect to an item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain), provided that we properly identify such hedges and other transactions in the manner required by the Code and regulations. To the extent that we do not properly identify such transactions as hedges or we hedge with other types of financial instruments, or hedge asset values or other types of indebtedness, the income from those transactions is likely to be treated as non-qualifying income for purposes of the gross income tests and may affect our ability to qualify as a REIT. See “Material U.S. Federal Income Tax Considerations—Gross Income Tests” for a description of the gross income tests and “—Hedging Transactions.” In addition, to the extent that our position in a hedging transaction has positive value, the instrument may be treated as a non-qualifying asset that does not qualify for purposes of the gross asset tests to which REITs are subject.

Entities through which we hold foreign real estate investments may be subject to foreign taxes, notwithstanding our status as a REIT.

Even if we maintain our status as a REIT, entities through which we hold investments in assets located outside the United States may be subject to income taxation by jurisdictions in which such assets are located. Our cash available for distribution to our stockholders will be reduced by any such foreign income taxes.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts or estates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts or estates to perceive investments in our common shares to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our common shares.

Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.

We may purchase real properties and lease them back to the sellers of such properties. We will use commercially reasonable efforts to structure any such sale-leaseback transaction such that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for federal income tax purposes, but cannot assure you that the IRS will not challenge such characterization. In the event that any such sale-leaseback transaction is challenged and recharacterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation relating to such property would be disallowed. We might fail to satisfy the REIT qualification “asset tests” or the “income tests” and, consequently, lose our REIT status effective with the year of recharacterization if a sale-leaseback transaction were so recharacterized. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year.

Investments in other REITs and real estate partnerships could subject us to the tax risks associated with the tax status of such entities.

We may invest in the securities of other REITs and real estate partnerships. Such investments are subject to the risk that any such REIT or partnership may fail to satisfy the requirements to qualify as a REIT or a partnership, as the case may be, in any given taxable year. In the case of a REIT, such failure would subject such entity to taxation as a corporation. Failure to qualify as a REIT may require such REIT to incur indebtedness to pay its tax liabilities, may reduce its ability to make distributions to us, and may render it ineligible to elect REIT status prior to the fifth taxable year following the year in which it fails to so qualify. In the case of a partnership, such failure could subject such partnership to an entity level tax and reduce the entity’s ability to make distributions to us. In addition, such failures could, depending on the circumstances, jeopardize our ability to qualify as a REIT.

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Complying with the REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our common stock. We may be required to forego otherwise attractive investments or make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits. See “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT.”

Complying with the REIT requirements may force us to liquidate otherwise attractive investments.

We must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets in order to ensure our qualification as a REIT. The remainder of our investments (other than governmental securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments. See “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT” and “—Asset Tests.”

The failure of a mezzanine loan or any other loan which is not secured by a mortgage on real property to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

The IRS has issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which a mezzanine loan that is secured by interests in a pass-through entity will be treated by the IRS as a real estate asset for purposes of the REIT tests, and interest derived from such loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. We may make investments in loans secured by interests in pass-through entities in a manner that complies with the various requirements applicable to our qualification as a REIT. To the extent, however, that any such loans do not satisfy all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, there can be no assurance that the IRS will not challenge the tax treatment of such loans, which could jeopardize our ability to qualify as a REIT. Similarly any other loan which we make which is not secured by a mortgage on real property may fail to qualify as a real estate asset for purposes of the REIT qualification tests and therefore could adversely affect our ability to qualify as a REIT.

Legislative or regulatory action could adversely affect us and/or our investors.

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to the qualification and taxation of REITs and to investments in REITs and similar entities. Additional changes to tax laws are likely to continue to occur in the future and may be given retroactive or prospective effect, and we cannot assure you that any such changes will not adversely affect how we are taxed or the taxation of a stockholder. There is a substantial lack of clarity around the likelihood, timing and details of any tax reform. Any such changes could have an adverse effect on us and on an investment in shares of our common stock. We urge you to consult with your own tax advisors with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.

The Tax Cuts and Jobs Act, which made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, including REITs and their stockholders, was signed into law on December 22, 2017 and the precise application of all facets of the legislation is unclear. In addition, as a result of

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these changes, we may be limited in our ability to deduct interest expense, or be required to spread depreciation deductions over longer periods of time and we may be limited in our ability to utilize losses incurred in earlier years to offset income generated in subsequent years.

The Tax Cuts and Jobs Act, or the TCJA, made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, including REITs and their stockholders. In the case of individuals, the tax brackets were adjusted, the top federal income rate was reduced to 37%, special rules reduce taxation of certain income earned through pass-through entities and reduce the top effective rate applicable to ordinary dividends from REITs to 29.6% (through a 20% deduction for ordinary REIT dividends received that are not "capital gain dividends" or "qualified dividend income," subject to complex limitations) and various deductions were eliminated or limited, including limiting the deduction for state and local taxes to $10,000 per year. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The top corporate income tax rate was reduced to 21%. There are only minor changes to the tax rules applicable to REITs (other than the 20% deduction applicable to individuals for ordinary REIT dividends received). The TCJA makes numerous other large and small changes to the tax rules that do not affect REITs directly but may affect our stockholders and may indirectly affect us. For example, the TCJA amended the rules for accrual of income so that income is taken into account no later than when it is taken into account on applicable financial statements, even if financial statements take such income into account before it would accrue under the original issue discount rules, market discount rules or other rules in the Code. Such rule may cause us to recognize income before receiving any corresponding receipt of cash, which may make it more likely that we could be required to borrow funds or take other action to satisfy the REIT distribution requirements for the taxable year in which such income is recognized, although the precise application of this rule is unclear at this time.

In addition, per the TCJA, the amount of business interest expense that we may deduct may be limited to the sum of 30% of our adjusted taxable income for the tax year and our business interest income for the tax year. Business interest expense generally is interest paid or accrued with respect to indebtedness allocable to a trade or business. It does not include investment interest. Adjusted taxable income generally means taxable income from trade or business activities before any deductions for interest, net operating losses, or the new deduction for pass-through business income provided for in the TCJA. In taxable years beginning before January 1, 2022, adjusted taxable income is also computed before deducting depreciation and amortization expense. Interest expense that is disallowed may be carried forward indefinitely. Businesses with average annual gross receipts of $25 million or less (determined by taking into account businesses operated by certain affiliated entities) are exempt from this limitation. A real property trade or business may elect to not be subject to this limit. A real property trade or business is any real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage trade or business. An electing real property trade or business must use longer alternative depreciation system periods prospectively for all real estate, including real estate acquired prior to the election. We have not yet determined whether the new limitation will affect us or any of our subsidiaries, or whether we and our subsidiaries are eligible to make and will make this election. Once made, this election is irrevocable. Further, under the TCJA, for taxable years beginning after December 31, 2017, a company's ability to deduct net operating losses is generally limited to 80% of taxable income (prior to the application of the dividends paid deduction), which may limit our ability or the ability of our subsidiaries to derive tax benefits in a later year from losses incurred and carried forward from a prior year. Additionally, the TCJA reduced individual taxpayers' ability to deduct state and local taxes, including property taxes further limited their ability to deduct mortgage interest expense, such that interest is only deductible with respect to up to a total of $750,000 of mortgages and the legislation does not permit deduction of interest on home equity loans (after grandfathering all existing mortgages). These changes may potentially (and negatively) affect the markets in which we may invest.

Prospective stockholders are urged to consult with their tax advisors with respect to the TCJA and any other regulatory or administrative developments and proposals, including their potential impact on stockholders' investment in our common stock.

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Risks Related to ERISA

If our assets are deemed to be plan assets under ERISA, we, our Advisor and the fiduciaries of investing ERISA plans may be exposed to liabilities under Title I of ERISA and the Internal Revenue Code.

In some circumstances where an ERISA plan holds an interest in an entity, an undivided interest in the assets of the entity attributable to that interest are deemed to be ERISA plan assets unless an exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan sponsors, plan fiduciaries and plan administrators, and of parties in interest and disqualified persons, under Title I of ERISA and Section 4975 of the Code, as applicable, may be applicable, and there may be liability under these and other provisions of ERISA and the Code. We believe that our assets should not be treated as plan assets because the shares should qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable regulations of the U.S. Department of the Treasury, because we have 100 stockholders that are independent of us and one another. We note, however, that because certain limitations are imposed upon the transferability of shares so that we may qualify as a REIT, and perhaps for other reasons, it is possible that this exemption may not apply. If that is the case, and if our Advisor or we are exposed to liability under ERISA or the Code, our performance and results of operations could be adversely affected. In addition, if that were the case, an investment in our common shares might constitute an ineffective delegation of fiduciary responsibility to our Advisor, and expose the fiduciary of the benefit plan to co-fiduciary liability under ERISA for any breach by our Advisor of the fiduciary duties mandated under ERISA. If our Advisor or we are exposed to liability under ERISA or the Code, our performance and results of operations could be adversely affected. Prior to making an investment in us, potential investors should consult with their legal and other advisors concerning the impact of ERISA and the Code on such investors’ investment and our performance.

See “ERISA Considerations” for a more complete discussion of the foregoing issues and other risks associated with an investment in our common shares by retirement plans.

There are special considerations that apply to pension or profit sharing trusts or individual retirement accounts, or IRAs, investing in our common stock.

If you are investing the assets of an IRA, pension, profit sharing, 401(k), Keogh or other qualified retirement plan, you should satisfy yourself that:


•	your investment is consistent with your fiduciary obligations under ERISA and the Code;


•	your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan’s investment policy;


•	your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;


•	your investment will not impair the liquidity of the plan or IRA;


•	your investment will not produce “unrelated business taxable income” for the plan or IRA;


•	you will be able to value the assets of the plan annually in accordance with ERISA requirements; and


•	your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

See “ERISA Considerations” for a more complete discussion of the foregoing issues and other risks associated with an investment in shares of our common stock by retirement plans.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes certain statements that may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such forward-looking statements relate to, without limitation, potential future acquisitions, economic conditions that may impact our operations, our future leverage and financial position, our future capital expenditures, future distributions, other developments and trends in the commercial real estate industry and our business strategy. Actual events or our investments and results of operations could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

The forward-looking statements included herein are based on our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Any of the assumptions underlying the forward-looking statements could prove to be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this prospectus. All forward-looking statements are made as of the date of this prospectus and the risk exists that actual results will differ materially from the expectations expressed in this prospectus and this risk will increase with the passage of time. In light of the significant uncertainties inherent in the forward-looking statements included in this prospectus, including, without limitation, the risks set forth in the “Risk Factors” section, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this prospectus will be achieved. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements.

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ESTIMATED USE OF PROCEEDS

The tables on the following pages set forth information about how we intend to use the proceeds raised in this offering and assume the sale of the maximum primary offering amount of $2,000,000,000 and no sales of shares under our distribution reinvestment plan.

The tables assume that 1/4 of our gross offering proceeds are from the sale of Class T Shares, 1/4 of our gross offering proceeds are from the sale of Class S Shares, 1/4 of our gross offering proceeds are from the sale of Class D Shares and 1/4 of our gross offering proceeds are from the sale of Class I Shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from what is shown in the tables below. We may reallocate the shares of our common stock we are offering between the primary offering and our distribution reinvestment plan. We will only use the proceeds raised in this offering for the purposes set forth in this prospectus and in a manner consistent with the investment guidelines approved by our board of directors, who serve as fiduciaries to our stockholders.

The actual amount of upfront selling commissions and dealer manager fees will vary from the estimated amounts shown in the table below because the upfront selling commissions may be reduced due to volume discounts applicable with respect to Class T Shares and Class S Shares. Any reduction in upfront selling commissions will be accompanied by a corresponding reduction in the Class T Share and Class S Share per share purchase price to the applicable stockholder, but will not affect the amounts available to us for investment. Because amounts in these tables are estimates, they may not accurately reflect the actual receipt or use of the offering proceeds.

We intend to use the net proceeds from this offering to (i) make investments in accordance with our investment strategy and policies, (ii) reduce borrowings and repay indebtedness incurred under various financing agreements we may enter into and (iii) fund redemptions under our share redemption program. Generally, our policy will be to pay distributions from cash flow from operations. However, subject to Maryland law and the discretion of our board of directors, particularly in the earlier part of this offering, we may choose to use cash flows from the sale of assets, borrowings, offering proceeds, or other sources to fund distributions to our stockholders.

The following table presents information regarding the use of proceeds raised in this offering with respect to Class T Shares:



	Maximum Offering of $500,000,000 in Class T Shares
Gross Proceeds⁽¹⁾	$	500,000,000	100	%
Upfront Selling Commissions and Dealer Manager Fees⁽²⁾	$	17,500,000	3.50	%
Organization and Offering Expenses⁽³⁾	$	5,845,000	1.17	%
Net Proceeds Available for Investment	$	476,655,000	95.33	%

The following table presents information regarding the use of proceeds raised in this offering with respect to Class S Shares:



	Maximum Offering of $500,000,000 in Class S Shares
Gross Proceeds⁽¹⁾	$	500,000,000	100	%
Upfront Selling Commissions and Dealer Manager Fees⁽²⁾	$	17,500,000	3.50	%
Organization and Offering Expenses⁽³⁾	$	5,845,000	1.17	%
Net Proceeds Available for Investment	$	476,655,000	95.33	%

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The following table presents information regarding the use of proceeds raised in this offering with respect to Class D Shares:



	Maximum Offering of $500,000,000 in Class D Shares
Gross Proceeds⁽¹⁾	$	500,000,000	100	%
Upfront Selling Commissions and Dealer Manager Fees⁽²⁾	—		—
Organization and Offering Expenses⁽³⁾	$	5,845,000	1.17	%
Net Proceeds Available for Investment	$	494,155,000	98.83	%

The following table presents information regarding the use of proceeds raised in this offering with respect to Class I Shares:



	Maximum Offering of $500,000,000 in Class I Shares
Gross Proceeds⁽¹⁾	$	500,000,000	100	%
Upfront Selling Commissions and Dealer Manager Fees⁽²⁾	—		—
Organization and Offering Expenses⁽³⁾	$	5,845,000	1.17	%
Net Proceeds Available for Investment	$	494,155,000	98.83	%

______________

(1)

Gross offering proceeds include upfront selling commissions and dealer manager fees that our Dealer Manager is entitled to receive (including any amounts that may be retained by or reallowed to participating broker dealers). We intend to conduct a continuous offering of an unlimited number of shares of our common stock over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual renewals of the offering period.

(2)

For Class T Shares, includes upfront selling commissions of 3.0% of gross offering proceeds from Class T Shares sold in the primary offering and dealer manager fees of 0.5% of gross offering proceeds from Class T Shares sold in the primary offering. For Class S Shares, includes upfront selling commissions of 3.5% of gross offering proceeds from Class S Shares sold in the primary offering. We will also pay the following selling commissions over time as distribution and stockholder servicing fees to our Dealer Manager, subject to FINRA limitations on underwriting compensation: (a) with respect to our outstanding Class T Shares and Class S Shares, a distribution and stockholder servicing fee equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class T Shares and Class S Shares, as applicable, and (b) with respect to our outstanding Class D Shares, in an amount equal to up to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares, in each case, payable monthly. The total amount that will be paid over time for distribution and stockholder servicing fees depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments, and is not expected to be paid from offering proceeds. See “Plan of Distribution—Underwriting Terms—Front-End Selling Commissions and Discounts (Class T Shares and Class S Shares),” “—Dealer Manager Fees (Class T Shares),” and “—Distribution and Stockholder Servicing Fees (Class T Shares, Class S Shares and Class D Shares).”

(3)

We will incur, or reimburse our Advisor for our cumulative organization and offering expenses incurred by our Advisor and its affiliates in connection with our public offerings and our organization, in an amount equal to up to 2.5% of gross offering proceeds from our public offerings and our Advisor or its affiliates will be responsible for any organization and offering expenses in excess of this cap. In addition, our Advisor has agreed to advance all of our organization and offering expenses on our behalf through December 31, 2019. We will reimburse our Advisor for such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to our initial public offering, ratably over the 60 months following December 31, 2019, to the extent reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. Following December 31, 2019, we will

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reimburse our Advisor for any organization and offering expenses that it incurs on our behalf as and when incurred, to the extent that aggregate reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. Although the cap on reimbursements to our Advisor and its affiliates for cumulative organization and offering expenses is equal to 2.5% of the gross offering proceeds from our public offerings, we estimate that the total reimbursement that will be paid to our Advisor and its affiliates from the proceeds of this offering for organization and offering expenses incurred will be equal to approximately 1.17% of the maximum gross offering proceeds from the primary offering. The organization and offering expense amounts shown above represent our estimates of expenses to be incurred by us in connection with this offering. See “Management Compensation—Organization and Offering Expenses” for examples of the types of organization and offering expenses we may incur.

The aggregate amount of underwriting compensation from all sources, including upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and other underwriting compensation, will not exceed 10% of the gross proceeds from our primary offering.

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MANAGEMENT

Management of Hines Global

We operate under the direction of our board of directors. Our board is ultimately responsible for the management and control of our business and operations. We have no employees and have retained our Advisor to manage our day-to-day operations, including the identification and acquisition of our properties, subject to the board’s supervision. We expect to retain Hines or an affiliate of Hines to perform property management for our properties. We have retained our Dealer Manager to manage activities relating to the offering of our shares.

Our Officers and Directors

We have a total of five directors, three of whom are independent of us, our Advisor and our respective affiliates. Our full board of directors has determined that each of our independent directors is independent within the meaning of (i) the applicable provisions set forth in our charter, (ii) the applicable requirements set forth in the Exchange Act, and the applicable SEC rules, and (iii) although our shares are not listed on the New York Stock Exchange, or NYSE, the independence rules set forth in the NYSE Listed Company Manual. Our board applies the NYSE rules governing independence as part of its policy of maintaining strong corporate governance practices.

Other than our independent directors, each of our officers and directors is affiliated with Hines and subject to conflicts of interest. Please see “Conflicts of Interest” and “Risk Factors—Risks Related to Potential Conflicts of Interest.” As described below, because of the inherent conflicts of interest existing as the result of these relationships, our independent directors monitor the performance of all Hines affiliates performing services for us, and these board members have a fiduciary duty to act in the best interests of our stockholders in connection with our relationships with Hines affiliates. However, we cannot assure you that our independent directors will be successful in eliminating, or decreasing the impact of the risks resulting from, the conflicts of interest we face with Hines and its affiliates. Indeed, our independent directors will not monitor or approve all decisions made by Hines that impact us, such as the allocation of investment opportunities.

The following sets forth information about our directors and our executive officers:



Name	Age	Position and Office with Hines Global
Jeffrey C. Hines	63	Director and Chairman of the board of directors
Charles M. Baughn	63	Director
Humberto “Burt” Cabañas	70	Independent Director
Dougal A. Cameron	60	Independent Director
John O. Niemann, Jr.	61	Independent Director
Sherri W. Schugart	52	President and Chief Executive Officer
Ryan T. Sims	47	Chief Financial Officer and Secretary
David L. Steinbach	41	Chief Investment Officer
Kevin L. McMeans	53	Asset Management Officer
J. Shea Morgenroth	43	Chief Accounting Officer and Treasurer

Jeffrey C. Hines. Mr. Hines joined Hines in 1982. Mr. Hines has served as Chairman of our board of directors and Chairman of the managers of the general partner of our Advisor since July 2013. Mr. Hines also has served as the Chairman of the board of directors of Hines Global REIT and Chairman of the managers of the general partner of Hines Global REIT Advisors LP, the advisor to Hines Global REIT since December 2008. Mr. Hines also has been the Chairman of the board of directors of Hines Real Estate Investment Trust, Inc. (“Hines REIT”), Chairman of the managers of the general partner of HALP Associates Limited Partnership, the advisor to Hines REIT and a member of the management board of the Hines US Core Office Fund LP (“Core Fund”), since August 2003. He is also the co-owner and President and Chief Executive Officer of the general partner of Hines and is a member of Hines’ Executive Committee. Mr. Hines is responsible for overseeing all firm policies and procedures as

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well as day-to-day operations of Hines. He became President of the general partner of Hines in 1990 and Chief Executive Officer of the general partner of Hines in January 2008 and has overseen a major expansion of the firm’s personnel, financial resources, domestic and foreign market penetration, products and services. He has been a major participant in the development of the Hines domestic and international acquisition program and currently oversees a portfolio of $96.5 billion in assets under management. Mr. Hines graduated from Williams College with a B.A. in Economics and received his M.B.A. from the Harvard Business School.

We believe that Mr. Hines’ career, spanning more than 35 years in the commercial real estate industry, including his leadership of Hines and the depth of his knowledge of Hines and its affiliates qualifies him to serve on our board of directors.

Charles M. Baughn. Mr. Baughn joined Hines in 1984. Mr. Baughn has served as a member of our board of directors and as a manager of the general partner of our Advisor since July 2013. Mr. Baughn also has served as a member of the board of directors of Hines Global REIT and as a manager of the general partner of its advisor since December 2008. Mr. Baughn also has been a member of the board of directors of Hines REIT since April 2008 and a manager of the general partner of its advisor since August 2003. Mr. Baughn also served as Chief Executive Officer of Hines REIT from August 2003 through April 1, 2008. He has served as the Senior Managing Director and Chief Financial Officer of the general partner of Hines since 2012. In this role, he is responsible for overseeing Hines’ operating business including central services, balance sheet-related activities and bank and other debt financing. Previously, he also has served as an Executive Vice President and CEO—Capital Markets Group of the general partner of Hines from April 2001 through 2012 and, as such, was responsible for overseeing Hines’ capital markets group, which raises, places and manages equity and debt for Hines projects in the U.S. and internationally, Mr. Baughn is also a member of Hines’ Executive Committee and a director of our Dealer Manager. Until May 2015, Mr. Baughn also served as the Chief Executive Officer of our Dealer Manager. Mr. Baughn has also been a member of the management board of the Core Fund since 2003. During his tenure at Hines, he also has contributed to the development or redevelopment of over 9 million square feet of office and special use facilities in the southwestern United States. He graduated from the New York State College of Ceramics at Alfred University with a B.A. and received his M.B.A. from the University of Colorado. Mr. Baughn holds Series 7, 24 and 63 securities licenses.

We believe that Mr. Baughn’s experience in the commercial real estate industry during his more than 33-year career with Hines, including his familiarity with Hines’ financial and investment policies, qualifies him to serve on our board of directors.

Humberto “Burt” Cabañas. Mr. Cabañas has served as one of our independent directors since July 2014. Mr. Cabañas is the Founder and Chairman of Benchmark Hospitality International, where he oversees Benchmark’s diverse portfolio, a position he has held since 1987. He also served as Chief Executive Officer at Benchmark from 1987 to 2013. Prior to his current position, he served as a Senior Vice President and in various other positions at The Woodlands Corporation, where he oversaw all hospitality operations. He presently serves as director on the Foundation Board of Florida International University and previously served as Chairman of the Industry Advisory Board for the Chaplin School of Hospitality & Tourism Management at Florida International University. Mr. Cabañas is also a founding board member and a past president of the International Association of Conference Centers (IACC). He is a graduate of Florida International University with a Bachelor’s degree in Hotel and Restaurant Management.

We believe Mr. Cabañas’ significant and deep experience in the hotel and hospitality industry and the real estate aspects of that industry makes him well-qualified to serve as one of our directors.

Dougal A. Cameron. Mr. Cameron has served as one of our independent directors since July 2014. Mr. Cameron is President and Owner of Cameron Management, a position he has held since his founding of the firm in 1995. Cameron Management is a firm that owns, finances, leases, and manages all of its office buildings in an integrated fashion. From 1991-1994, Mr. Cameron was an owner and investment manager of VNSM Inc., an investment management firm with over $1 billion in assets under management. Prior to this time, he was an accountant with Arthur Young & Company (now Ernst & Young), and he worked as an asset and project manager for

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Hines from 1985 to 1991. Additionally, he was on the board of Mosher Inc., a private, closed-end mutual fund from 1992 to 1997. Mr. Cameron holds a bachelor’s degree in Accounting from Texas Tech University and an M.B.A. from Harvard Business School.

We believe that Mr. Cameron is well-qualified to serve as one of our directors due to his background in running a real estate firm since 1995 and his extensive experience in owning, leasing and managing office buildings as the company intends to make investments in office buildings along with other real estate product types.

John O. Niemann, Jr. Mr. Niemann has served as one of our independent directors since July 2014. In addition, he has served as an independent director of HMS, which is a non-listed public business development company that is co-sponsored by Hines, since May 2012 and currently serves as the Chairman of the Audit Committee. He previously served as a director and Chairman of the Audit Committee of Gateway Energy Corporation from June 2010 until December 2013 (when the company went private). Since June 2013, he has served as a Managing Director of Andersen Tax LLC (formerly known as WTAS LLC). He is also the president and chief operating officer of Arthur Andersen LLP, and has been since 2003. He previously served on the administrative board of Arthur Andersen LLP and on the board of partners of Andersen Worldwide. He began his career at Arthur Andersen LLP in 1978 and has served in increasing responsibilities in senior management positions, since 1992. Mr. Niemann has served on the board of directors of many Houston area non-profit organizations, including Strake Jesuit College Preparatory School (past chair of the board), The Regis School of the Sacred Heart (past chair of the board), The Houston Symphony, The University of St. Thomas, The Alley Theatre and Taping for the Blind, Inc. He graduated with a Bachelor of Arts in Managerial Studies (magna cum laude) and a Masters in Accounting from Rice University and received a Juris Doctor (summa cum laude) from the South Texas College of Law.

We believe Mr. Niemann’s significant experience in the public accounting industry, including 37 years in various capacities at Arthur Andersen LLP makes him well qualified to serve as one of our directors and as the audit committee financial expert. Drawing on this experience, Mr. Niemann is able to provide valuable insights regarding our investment strategies, internal controls, and financial reporting. In addition, through his experience serving on the board of directors of other public companies, Mr. Niemann has previous experience in the requirements of serving on a public company board.

Sherri W. Schugart. Ms. Schugart joined Hines in 1995. Ms. Schugart has served as President and Chief Executive Officer for us and for the general partner of our Advisor since August 2013. Ms. Schugart also has served as President and Chief Executive Officer for Hines Global REIT and for the general partner of its Advisor since March 2013. Additionally, since March 2013, Ms. Schugart also has served as President and Chief Executive Officer for Hines REIT, the general partner of its Advisor and the Core Fund. In February 2016, Ms. Schugart was appointed as member of Hines’ Executive Committee. In these roles, Ms. Schugart is responsible for the overall management of each funds’ business strategy and operations in the U.S. and internationally. Also since March 2013, Ms. Schugart has served as the President and Chief Executive Officer of HMS and HMS Adviser GP LLC, the general partner of the adviser to HMS. Additionally, in February 2014, Ms. Schugart was appointed as the Chairperson of the board of directors of HMS. HMS is a public specialty finance company sponsored by Hines, which was formed in 2011 and intends to make debt and equity investments in companies with revenues generally between $10 million and $3 billion that operate in diverse industries. Prior to March 2013, Ms. Schugart had served as the Chief Operating Officer for Hines Global REIT and the general partner of its advisor and as the Chief Operating Officer of Hines REIT, the general partner of its advisor and the Core Fund since November 2011. In these roles, Ms. Schugart was responsible for the execution of each entity’s business plan and oversight of day-to-day business operations, including issues related to portfolio strategy, asset management and all other operational and financial matters of each entity. Ms. Schugart also served as Chief Financial Officer for Hines Global REIT and the general partner of its advisor from inception in December 2008 through October 2011. Ms. Schugart also served as the Chief Financial Officer for Hines REIT and the general partner of its advisor from August 2003 through October 2011 and as the Chief Financial Officer of the Core Fund from July 2004 through October 2011. In these roles, her responsibilities included oversight of financial and portfolio management, equity and debt financing activities, investor relations, accounting, financial reporting, compliance and administrative functions in the U.S. and internationally. She has also been a Senior Managing Director of the general partner of Hines since October 2007

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and has served as a director of the Dealer Manager since August 2003. Prior to holding these positions, she was a Vice President in Hines Capital Markets Group raising equity and debt financing for various Hines investment vehicles in the U.S. and internationally. Ms. Schugart has been responsible for arranging and managing more than $10 billion in equity and debt for Hines’ public and private investment funds. Prior to joining Hines, Ms. Schugart spent eight years with Arthur Andersen LLP, where she served both public and private clients in the real estate, construction, finance and banking industries. She holds a Bachelor of Business Administration degree in Accounting from Southwest Texas State University.

Ryan T. Sims. Mr. Sims joined Hines in August 2003. Mr. Sims has served as Chief Financial Officer and Secretary for us and the general partner of our Advisor since August 2013. Since November 2011, Mr. Sims has served as Chief Financial Officer and Secretary for Hines Global REIT and the general partner of its Advisor. Since November 2011, Mr. Sims also has served as Chief Financial Officer and Secretary of Hines REIT, the general partner of its Advisor and the Core Fund. Also since 2011, Mr. Sims has served as the Chief Financial Officer and Secretary of HMS and of the general partner of the adviser to HMS. In these positions, Mr. Sims is responsible for the oversight of financial operations, equity and debt financing activities, investor relations, accounting, financial reporting, tax, legal, compliance and administrative functions in the U.S. and internationally. Prior to this time, Mr. Sims served as the Chief Accounting Officer for Hines Global REIT and the general partner of its Advisor since their inception in October 2008. From April 2008 until November 2011, Mr. Sims also served as the Chief Accounting Officer for Hines REIT, the general partner of its Advisor and the Core Fund since April 2008. In these roles, he was responsible for the oversight of the accounting, financial reporting and SEC reporting functions, as well as the Sarbanes-Oxley compliance program in the U.S. and internationally. He was also responsible for establishing the companies’ accounting policies and ensuring compliance with those policies in the U.S. and internationally. He has also previously served as a Senior Controller for Hines REIT and the general partner of its Advisor from August 2003 to April 2008 and the Core Fund from July 2004 to April 2008. Prior to joining Hines, Mr. Sims was a manager in the audit practice of Arthur Andersen LLP and Deloitte & Touche LLP, serving clients primarily in the real estate industry. He holds a Bachelor of Business Administration degree in Accounting from Baylor University and is a certified public accountant.

David L. Steinbach. Mr. Steinbach joined Hines in 1999. Mr. Steinbach has served as the Chief Investment Officer for us and the general partner for our Advisor since July 2014. Mr. Steinbach also serves as the Chief Investment Officer for Hines Global REIT and the general partner of its advisor since July 2014. Also, since February 2017, Mr. Steinbach has served as the Chief Investment Officer for the general partner of Hines. In these roles, he is responsible for management of the real estate acquisition program in the U.S. and internationally. He also has served as a Managing Director of the general partner of Hines from February 2011 to February 2017. He has been responsible for the acquisition of over $4 billion in assets for various Hines affiliates in the U.S. and internationally. Prior to this role, he served in various roles in which he was responsible for acquisitions, asset management and property dispositions on behalf of Hines REIT, Hines Global REIT and the Core Fund, both in the U.S. and internationally. He graduated from Texas A&M University with a Bachelors and Masters in Business Administration.

Kevin L. McMeans. Mr. McMeans joined Hines in 1992. Since August 2013, he served as the Asset Management Officer for us and the general partner of our Advisor. Mr. McMeans has also served as Asset Management Officer for Hines Global REIT and the general partner of its advisor since December 2008. Mr. McMeans has also served as the Asset Management Officer of Hines REIT and the general partner of its advisor since April 2008. He also has served as the Asset Management Officer of the Core Fund since January 2005. Since February 2015, he has served as the Senior Managing Director of Investment Management of the general partner of Hines. Prior to February 2015, he also has served as a Managing Director of Investment Management of the general partner of Hines. In these roles, he is responsible for overseeing the management of the various investment properties owned by each of the funds in the U.S. and internationally. He previously served as the Chief Financial Officer of Hines Corporate Properties, an investment venture established by Hines with a major U.S. pension fund, from 2001 through June 2004. In this role, Mr. McMeans was responsible for negotiating and closing debt financings, underwriting and evaluating new investments, negotiating and closing sale transactions and overseeing the administrative and financial reporting requirements of the venture and its investors. Before joining Hines,

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Mr. McMeans spent four and a half years at Deloitte & Touche LLP in the audit department. He graduated from Texas A&M University with a B.S. in Computer Science.

J. Shea Morgenroth. Mr. Morgenroth joined Hines in October 2003. Mr. Morgenroth has served as Chief Accounting Officer and Treasurer for us and the general partner of our Advisor since July 2013. Since November 2011, Mr. Morgenroth has served as Chief Accounting Officer and Treasurer for Hines Global REIT and the general partner of its advisor. Since November 2011, Mr. Morgenroth also has served as Chief Accounting Officer and Treasurer of Hines REIT and the general partner of its advisor. In these roles, Mr. Morgenroth is responsible for the oversight of the treasury, accounting, financial reporting and SEC reporting functions, as well as the Sarbanes-Oxley compliance program in the U.S. and internationally. Prior to his appointment, Mr. Morgenroth served as a Senior Controller for Hines Global REIT and the general partner of its advisor since their inception in December 2008 and for Hines REIT and the general partner of its advisor since January 2008 and as a Controller for Hines REIT and its advisor from October 2003 to January 2008. In these roles, he was responsible for the management of the accounting, financial reporting and SEC reporting functions. Prior to joining Hines, Mr. Morgenroth was a manager in the audit practice of Arthur Andersen LLP and Deloitte & Touche LLP, serving clients primarily in the real estate industry. He holds a Bachelor of Business Administration degree in Accounting from Texas A&M University and is a certified public accountant.

Our Board of Directors

Our board of directors has reviewed and unanimously ratified our charter and adopted our bylaws. Our charter and bylaws allow for a board of directors with no fewer than three directors and no more than ten directors, of which a majority must be independent directors. We currently have five directors, including three independent directors. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director will serve until the next annual meeting of stockholders or (if longer) until his or her successor has been duly elected and qualifies.

Although the number of directors may be increased or decreased, subject to the limits of our charter, a decrease may not have the effect of shortening the term of any incumbent director. Any director may resign at any time and may be removed with or without cause by the stockholders upon the affirmative vote of at least a majority of all votes entitled to be cast at a meeting called for the purpose of the proposed removal. A vacancy created by the death, removal or resignation of a director, other than a vacancy created by an increase in the number of directors may be filled only by a majority vote of the remaining directors, even if the remaining directors do not constitute a quorum. Any vacancy created by an increase in the number of directors may be filled only by the affirmative vote of a majority of the directors, including a majority of the independent directors. Independent directors must nominate replacements for vacancies required to be filled by independent directors.

An “independent director” is defined under our charter and means a person who is not, and within the last two years has not been, directly or indirectly associated with Hines or our Advisor by virtue of:


•	ownership of an interest in Hines, our Advisor or their affiliates other than Hines Global or any other affiliate with securities registered under the Exchange Act;


•	employment by Hines or our Advisor or their affiliates;


•	service as an officer, trust manager or director of Hines or our Advisor or their affiliates other than as a director of Hines Global or any other affiliate with securities registered under the Exchange Act;


•	performance of services for us, other than as a director, or any of our affiliates with securities registered under the Exchange Act;


•	service as a director, trust manager or trustee of more than three real estate investment trusts advised by our Advisor or organized by Hines; or

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•	maintenance of a material business or professional relationship with Hines, our Advisor or any of their affiliates.

An independent director cannot be associated with us, Hines or our Advisor, as set forth above either directly or indirectly. An indirect relationship includes circumstances in which a director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law, is or has been associated with us, Hines, our Advisor, or their affiliates. A business or professional relationship is considered material if the aggregate gross revenue derived by the director from our Advisor or Hines and their affiliates exceeds five percent of either the director’s annual gross revenue during either of the last two years or the director’s net worth on a fair market value basis.

To be considered independent under the NYSE rules, the board of directors must determine that a director does not have a material relationship with us and/or our consolidated subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with any of those entities, including Hines and its affiliates). Under the NYSE rules, a director will not be independent if:


•	the director was employed by us within the last three years;


•	an immediate family member of the director was employed by us as an executive officer within the last three years;


•	the director, or an immediate family member of the director, received more than $120,000 during any 12-month period within the last three years in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

•

the director is a current partner or employee of a firm that is our internal or external auditor, the director has an immediate family member who is a current partner of such a firm, the director has an immediate family member who is a current employee of such a firm and personally works on our audit, or the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time;


•	the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or


•	the director was an executive officer or an employee (or an immediate family member of the director was an executive officer) of a company that makes payments to, or receives payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues.

Our directors are accountable to us and our stockholders as fiduciaries. Generally speaking, this means that our directors must perform their duties in good faith and in a manner each director reasonably believes to be in the best interest of us and our stockholders. Our directors are not required to devote all or any specific amount of their time to our business. Our directors are only required to devote the time to our business as their duties require. We anticipate that our directors will meet at least quarterly or more frequently if necessary. In the exercise of their fiduciary responsibilities, we anticipate that our directors will rely heavily on our Advisor. Therefore, our directors will be dependent on our Advisor and information they receive from our Advisor in order to adequately perform their duties, including their obligation to oversee and evaluate our Advisor and its affiliates. Please see “Risk Factors—Risks Related to Our Business in General—Our success will be dependent on the performance of Hines as well as key employees of Hines. Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years and there is a risk that we may experience similar adverse developments. Adverse changes in affiliated programs could also adversely affect our ability to raise capital.” and “Risk Factors—Risks Related to Potential Conflicts of Interest.”

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Our board of directors has approved written policies on investments and borrowing for us as described in this prospectus. The directors may establish further written policies on investments and borrowings and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled and are in the best interest of the stockholders. We will follow the policies on investments and borrowings set forth in this prospectus unless and until they are modified by our board of directors following, if applicable, requirements set forth in our charter.

Our independent directors are responsible for reviewing our fees and expenses on at least an annual basis and with sufficient frequency to determine that the expenses incurred are in the best interest of our stockholders. Our independent directors may determine from time to time during or after this offering to increase or decrease the fees and expenses payable to Hines, our Advisor and other Hines affiliates. Our independent directors will also be responsible for reviewing the performance of our Advisor and determining that the compensation to be paid to our Advisor is reasonable in relation to the nature and quality of services performed and our investment performance and that the provisions of our Advisory Agreement are being carried out. Specifically, our independent directors will consider factors such as:


•	our net assets and net income;


•	the amount of the fees paid to our Advisor in relation to the size, composition and performance of our investments;


•	the success of our Advisor in generating appropriate investment opportunities;


•	rates charged to other REITs, especially REITs of similar structure and other investors by advisors performing similar services;


•	additional revenues realized by our Advisor and its affiliates through their relationship with us, whether we pay them or they are paid by others with whom we do business;


•	the quality and extent of service and advice furnished by our Advisor;


•	the performance of our investment portfolio;


•	the quality of our portfolio relative to the investments generated by our Advisor for its own account; and


•	other factors related to managing a public company, such as stockholder services and support, compliance with securities laws, including Sarbanes-Oxley and other factors typical of a public company.

Our directors and their affiliates may not vote or consent to the voting of shares they now own or hereafter acquire on matters submitted to the stockholders regarding either the removal of our Advisor, any director and any of their affiliates, or any transaction between us and our Advisor, any director or any of their affiliates. Any shares owned by our directors and their affiliates will be excluded in determining the requisite percentage in interest of shares necessary to approve any such matter.

Committees of the Board of Directors

Our full board of directors generally considers all major decisions concerning our business. Our charter and bylaws provide that our board may establish such committees as the board believes appropriate. We currently have five directors on our board of directors, three of whom are independent. Our board of directors has established an audit committee, conflicts committee, nominating and corporate governance committee, compensation committee and a valuation committee. Our independent directors are the sole members of all of these committees so that these important areas can be addressed in more depth than may be possible at a full board meeting and to also ensure that these areas are addressed by non-interested members of the board. Our board of directors has adopted written charters for each of these committees other than the valuation committee. A copy of each such charter is available

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on our website, https://www.hinessecurities.com/hgit/. See “Description of Capital Stock—Valuation Policy and Procedures” for a description of the duties of our valuation committee.

Audit Committee

Members of the audit committee are appointed by our board of directors to serve one-year terms or until their successors are duly elected and qualify, or until their earlier death, retirement, resignation or removal. The audit committee reviews the functions of our management and independent registered public accounting firm pertaining to our financial statements and performs such other duties and functions deemed appropriate by the board. The audit committee is ultimately responsible for the selection, evaluation and replacement of our independent registered public accounting firm. The audit committee is comprised of all of the members of our board of directors who are independent within the meaning of the applicable requirements set forth in or promulgated under the Exchange Act, as well as in the rules of the NYSE. John O. Niemann, Jr. is the Chairman of the audit committee and is an “audit committee financial expert” within the meaning of the applicable rules promulgated by the SEC. Unless otherwise determined by the board of directors, no member of the committee will serve as a member of the audit committee of more than two other public companies.

Conflicts Committee

Members of the conflicts committee are appointed by our board of directors to serve one-year terms or until their successors are duly elected and qualify or until their earlier death, resignation, retirement or removal. The primary purpose of the conflicts committee is to review specific matters that the board believes may involve conflicts of interest and to determine if the resolution of the conflict of interest is fair and reasonable to us and our stockholders. However, we cannot assure you that this committee will successfully eliminate the conflicts of interest that will exist between us and Hines, or reduce the risks related thereto. Humberto Cabañas is the Chairman of the conflicts committee.

The conflicts committee is responsible for reviewing and approving the terms of all transactions between us and Hines or its affiliates or any member of our board of directors, including (when applicable) the economic, structural and other terms of all acquisitions and dispositions and the annual renewal of our Advisory Agreement between us and our Advisor. The conflicts committee also is responsible for reviewing: our Advisor’s performance and the fees and expenses paid by us to our Advisor and any of its affiliates, and any liquidity events proposed or recommended by our Advisor. The review of such fees and expenses is required to be performed with sufficient frequency, but at least annually, to determine that the expenses incurred are in the best interest of our stockholders. For further discussion, please see the “Investment Objectives and Policies with Respect to Certain Activities—Acquisition and Investment Policies—Affiliate Transaction Policy” section of this prospectus. The conflicts committee also is responsible for reviewing Hines’ performance as property manager of our directly-owned properties.

Compensation Committee

Members of the compensation committee are appointed by our board of directors to serve one-year terms or until their successors are duly elected and qualify or until their earlier death, retirement, resignation or removal. The committee meets as called by the chairman of the committee, but not less frequently than annually. The primary purpose of the compensation committee is to oversee our compensation programs. The committee reviews the compensation and benefits paid by us to our directors and, in the event we hire employees, the compensation paid to our executive officers as well as any employment, severance and termination agreements or arrangements made with any executive officer and, if desired by our board of directors, produce an annual report to be included in our annual proxy statement. Dougal A. Cameron is the Chairman of the compensation committee.

Nominating and Corporate Governance Committee

Members of the nominating and corporate governance committee are appointed by our board of directors to serve one-year terms or until their successors are duly elected and qualify or until their earlier death, retirement,

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resignation or removal. Dougal A. Cameron is the Chairman of the nominating and corporate governance committee. This committee:


•	assists our board of directors in identifying individuals qualified to become members of our board of directors;


•	recommends candidates to our board of directors to fill vacancies on the board;


•	recommends committee assignments for directors to the full board;


•	periodically assesses the performance of our board of directors;


•	reviews and recommends appropriate corporate governance policies and procedures to our board of directors; and


•	reviews and monitors our Code of Business Conduct and Ethics for Senior Officers and Directors, and any other corporate governance policies and procedures we may have from time to time.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve as a director or member of the compensation committee of an entity whose executive officers include a member of our compensation committee.

Compensation of Directors

Our compensation committee designs our director compensation with the goals of attracting and retaining highly qualified individuals to serve as independent directors and to fairly compensate them for their time and efforts. Because of our unique attributes as a REIT, service as an independent director on our board requires a substantial time commitment as well as broad expertise in the fields of real estate and real estate investment. The compensation committee balances these considerations with the principles that our director compensation program should be transparent and should align directors’ interests with those of our stockholders.

We pay our independent directors an annual fee of $40,000, (to be prorated for a partial term) and a fee of $2,000 for each meeting of the board (or any committee thereof) attended in person. If a committee meeting is held on the same day as a meeting of the board, each independent director receives $1,500 for each committee meeting attended in person on such day. We also pay our independent directors a fee of $750 for each board or committee meeting attended via teleconference.

We pay the following annual retainers (to be prorated for a partial term) to the Chairpersons of our board committees:


•	$7,500 to the Chairperson of our conflicts committee;


•	$10,000 to the Chairperson of our audit committee;


•	$5,000 to the Chairperson of our compensation committee;


•	$5,000 to the Chairperson of our nominating and corporate governance committee; and


•	$5,000 to the Chairperson of our valuation committee.

All directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at board or committee meetings. We do not pay compensation to our directors who are not independent directors for their service as a director.

Effective as of September 13, 2017, each independent director elected or reelected to the board (whether through a stockholder meeting or by directors to fill a vacancy on the board) will be granted $5,000 in restricted

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Class AX Shares on or about the date of election or reelection. These restricted Class AX Shares will fully vest on the earlier to occur of: (i) the first anniversary of the applicable grant date, subject to the independent director serving continuously as an independent director through and until the first anniversary of the applicable grant date; (ii) the termination of service as an independent director due to the independent director’s death or disability; or (iii) a change in control of the Company, subject to the independent director serving continuously through and until the date of the change in control of the Company.

Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents

Maryland law permits a corporation to include in its charter a provision limiting the liability of directors and officers to the corporation and its stockholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action.

The Maryland General Corporation Law allows directors and officers to be indemnified against judgments, penalties, fines, settlements and expenses actually incurred in a proceeding unless the following can be established:


•	an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding, and was committed in bad faith or was the result of active and deliberate dishonesty;


•	the director or officer actually received an improper personal benefit in money, property or services; or


•	with respect to any criminal proceeding, the director or officer had reasonable cause to believe his act or omission was unlawful.

A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, the Maryland General Corporation Law permits a corporation to advance reasonable expenses to a director or officer upon receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

Indemnification could reduce the legal remedies available to us and our stockholders against the indemnified individuals. We also maintain a directors and officers liability insurance policy.

An indemnification provision does not reduce the exposure of our directors and officers to liability under federal or state securities laws, nor does it limit our stockholders’ ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to us or our stockholders, although the equitable remedies may not be an effective remedy in some circumstances.

Except as prohibited by Maryland law and as set forth below, our charter limit the personal liability of our directors and officers to us and our stockholders for monetary damages and provide that a director or officer will be indemnified and advanced expenses in connection with legal proceedings.

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In spite of the above provisions of the Maryland General Corporation Law, the charter of Hines Global provides that our directors will be indemnified by us for loss or liability suffered by them and held harmless for loss or liability suffered by us only if all of the following conditions are met:


•	the indemnified person determined, in good faith, that the course of conduct which caused the loss or liability was in our best interests;


•	the indemnified person was acting on our behalf or performing services for us;


•	in the case of non-independent directors, the liability or loss was not the result of negligence or misconduct by the party seeking indemnification;


•	in the case of independent directors, the liability or loss was not the result of gross negligence or willful misconduct by the party seeking indemnification; and


•	the indemnification or agreement to hold harmless is recoverable only out of our net assets and not from our stockholders.

Our Advisor and its affiliates will also be subject to the limitations on indemnification to which the non-independent directors are subject, as described above.

The general effect to investors of any arrangement under which any of our directors or officers are insured or indemnified against liability is a potential reduction in distributions resulting from our payment of premiums associated with insurance or payments of a defense, settlement or claim. In addition, indemnification arrangements and provisions providing for the limitation of liability could reduce the legal remedies available to us and our stockholders against our officers and directors.

The SEC and certain state securities regulators take the position that indemnification against liabilities arising under the Securities Act is against public policy and unenforceable. Indemnification of our directors, Hines or its affiliates will not be allowed for liabilities arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions are met:


•	there has been a successful adjudication on the merits of each count involving alleged securities law violations;


•	such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or

•

a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which the securities were offered or sold as to indemnification for violations of securities laws.

Our charter provides that the advancement of funds to our directors, our Advisor and its affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied:


•	the legal action relates to acts or omissions with respect to the performance of duties or services on our behalf;


•	the legal action is initiated by a third party who is not a stockholder or the legal action is initiated by a stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement;

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•	the party seeking advancement provides us with written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification according to our charter; and

•

the party seeking advancement provides us with written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and undertakes to repay the advanced funds to us, together with the applicable legal rate of interest thereon, in cases in which such party is found not to be entitled to indemnification. The Operating Partnership has agreed to indemnify and hold harmless our Advisor and Hines and their affiliates performing services for us from specific claims and liabilities arising out of the performance of their obligations under our Advisory Agreement and any Property Management and Leasing Agreement, subject to the limitations contained in such agreements. Please see “Management—Our Advisor and Our Advisory Agreement—Indemnification” and the “Management—Hines and Our Property Management, Leasing and Other Services—The Hines Organization—Indemnification” sections below. The Operating Partnership must also indemnify Hines Global and its directors, officers and employees in Hines Global’s capacity as its general partner. Please see “The Operating Partnership—Indemnity.”

We executed indemnification agreements with our officers and directors. These agreements provide our officers and directors with a contractual right to indemnification to substantially the same extent they enjoy mandatory indemnification under our charter.

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Our Advisor and Our Advisory Agreement

Our Structure

The following chart illustrates our general structure and relationship with Hines and its affiliates as of July 1, 2018:

______________


(1)	Please see “Management Compensation” for a description of the payments we may make with respect to the Special OP Units held by our Advisor.


(2)	Please see “Conflicts of Interest” for a description of the other direct participation programs sponsored and managed by Hines and its affiliates.


(3)	Please see “Security Ownership of Certain Beneficial Owners and Management” for information concerning the number of shares of our common stock owned by our officers and directors as of July 1, 2018.

Our Advisor was formed in Texas on August 1, 2013 and is an affiliate of Hines. Its address is 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118. All of our day-to-day operations are managed and performed by our Advisor and its affiliates and our Advisor currently only serves as our advisor. Certain of our directors and executive officers are also managers and executive officers of the general partner of our Advisor. The following table sets forth information regarding the managers and executive officers of the general partner of our Advisor. With the exception of Mr. Apollo, the biography of each of these managers and executive officers is set forth above. Please see “Management—Our Dealer Manager” for Mr. Apollo’s biography.

100

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Name	Age	Position and Office with the General Partner of our Advisor
Jeffrey C. Hines	63	Chairman of the Managers
C. Hastings Johnson	70	Manager
Charles M. Baughn	63	Manager
Sherri W. Schugart	52	President and Chief Executive Officer
Ryan T. Sims	47	Chief Financial Officer and Secretary
David L. Steinbach	41	Chief Investment Officer
Frank R. Apollo	51	Senior Managing Director—Finance
Kevin L. McMeans	53	Asset Management Officer
J. Shea Morgenroth	43	Chief Accounting Officer and Treasurer

Duties of Our Advisor

We do not have any employees. We have entered into an advisory agreement with our Advisor. Pursuant to this agreement, which was unanimously approved by our independent directors, we appointed our Advisor to manage, operate, direct and supervise our operations. In connection with managing our operations, our Advisor will face conflicts of interest. Please see “Risk Factors—Risks Related to Potential Conflicts of Interest.” Therefore, our Advisor and its affiliates perform our day-to-day operational and administrative services. Our Advisor is subject to the supervision of our board of directors and will provide only the services that are delegated to it. Our independent directors are responsible for reviewing the performance of our Advisor and determining that the compensation to be paid to our Advisor is reasonable in relation to the nature and quality of services performed and that our investment objectives and the provisions of our Advisory Agreement are being carried out. The services for which our Advisor receives fees and reimbursements under our Advisory Agreement include, but are not limited to, the following:

Offering Services


•	the development of this offering, including the determination of its specific terms;


•	along with our Dealer Manager, the approval of the participating broker dealers and negotiation of the related selling agreements;


•	preparation and approval of all marketing materials to be used by our Dealer Manager or others relating to this offering;


•	coordination of the due diligence process relating to participating broker dealers and their review of any prospectuses and our other offering documents;


•	creation and implementation of various technology and electronic communications related to this offering;


•	along with our Dealer Manager, the negotiation and coordination with our transfer agent of the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions; and


•	all other services related to this offering, whether performed and incurred by our Advisor or its affiliates, other than services related to the underwriting, marketing, distribution or sale of this offering.

Acquisition Services


•	serve as our investment and financial advisor and obtain certain market research and economic and statistical data in connection with our real estate investments and investment objectives and policies;

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•	subject to our investment objectives and policies: (i) locate, analyze and select potential investments; (ii) structure and negotiate the terms and conditions of real estate investments; and (iii) acquire real estate investments on our behalf;


•	oversee the due diligence process;


•	prepare reports regarding prospective investments which include recommendations and supporting documentation necessary for our board of directors to evaluate the proposed investments;


•	obtain reports (which may be prepared by our Advisor or its affiliates), where appropriate, concerning the value of our contemplated investments; and


•	negotiate and execute approved investments and other transactions.

Asset Management Services

•

investigate, select, and, on our behalf, engage and conduct business with such persons as our Advisor deems necessary to the proper performance of its obligations under our Advisory Agreement, including but not limited to consultants, accountants, correspondents, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, construction companies, securities investment advisers, mortgagors, and any and all agents of the foregoing, including affiliates of our Advisor and persons acting in any other capacity deemed by our Advisor necessary or desirable for the performance of any of the services under our Advisory Agreement;


•	monitor applicable markets and obtain reports (which may be prepared by our Advisor or its affiliates) where appropriate, concerning the value of our investments;


•	monitor and evaluate the performance of our investments, provide daily management services and perform and supervise the various management and operational functions related to our investments;


•	coordinate with any property manager;


•	coordinate and manage relationships between us and any joint venture partners; and


•	provide financial and operational planning services and investment portfolio management functions.

Accounting and Other Administrative Services


•	manage and perform the various administrative functions necessary for our day-to-day operations;


•	from time-to-time, or at any time reasonably requested by the directors, make reports to the directors on our Advisor’s performance of services to us under our Advisory Agreement;


•	coordinate with our independent accountants and auditors to prepare and deliver to our audit committee an annual report covering our Advisor’s compliance with certain aspects of our Advisory Agreement;


•	provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to our business and operations;


•	provide financial and operational planning services and portfolio management functions;

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•	maintain accounting data and any other information concerning our activities as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;


•	maintain all of our appropriate books and records;


•	oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;


•	supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations;


•	provide us with all necessary cash management services;


•	manage and coordinate with the transfer agent the distribution process and payments to stockholders;


•	consult with the officers and board of directors and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations;


•	provide the officers and directors with timely updates related to the overall regulatory environment affecting us, as well as managing compliance with such matters, including but not limited to compliance with the Sarbanes-Oxley Act of 2002;


•	consult with the officers and board of directors relating to the corporate governance structure and appropriate policies and procedures related thereto; and


•	oversee all reporting, record keeping, internal controls and similar matters in a manner to allow us to comply with applicable law including the Sarbanes-Oxley Act.

Stockholder Services


•	manage communications with our stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and


•	establish technology infrastructure to assist in providing stockholder support and service.

Financing Services


•	identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;


•	negotiate terms, arrange and execute financing agreements;


•	manage relationships between us and our lenders; and


•	monitor and oversee the service of our debt facilities and other financings.

Disposition Services


•	consult with the board of directors and provide assistance with the evaluation and approval of potential asset dispositions, sales or liquidity events; and


•	structure and negotiate the terms and conditions of transactions pursuant to which real estate investments may be sold.

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Valuation-Related Services


•	implement and coordinate processes with respect to the calculation of our aggregate NAV and the NAV per share for each class of our common stock in accordance with the valuation policy adopted by our board of directors, and in connection therewith, obtain appraisals performed by one or more independent valuation firms concerning the value of our real properties;


•	monitor our real properties for events that may be expected to have a material impact on their most recent estimated values;


•	monitor each independent valuation firm’s valuation process to ensure that it complies with the valuation policy adopted by our board of directors;


•	supervise one or more independent valuation firms and, if necessary, recommend to our board of directors its replacement; and


•	deliver to or maintain on our behalf copies of all appraisals obtained in connection with our real properties and all valuations of other assets as may be required to be obtained by our board of directors.

Term of Our Advisory Agreement

Our Advisory Agreement has a term of one year. The current term of our Advisory Agreement will end on December 31, 2018 and our Advisory Agreement may be renewed for an unlimited number of successive one-year periods upon the mutual consent of the parties.

Renewals of the agreement must be approved by a majority of our independent directors. Additionally, our Advisory Agreement may be terminated:


•	immediately by us (i) in the event our Advisor commits fraud, criminal conduct, willful misconduct or negligently breaches its fiduciary duty to us, (ii) upon the bankruptcy of our Advisor or its involvement in similar insolvency proceedings or (iii) in the event of a material breach of our Advisory Agreement by our Advisor, which remains uncured after 10 days’ written notice;


•	without cause or penalty by a majority of our independent directors or by our Advisor upon 60 days’ written notice; or


•	immediately by our Advisor upon our bankruptcy or involvement in similar insolvency proceedings or any material breach of our Advisory Agreement by us, which remains uncured after 10 days’ written notice.

In addition, in the event that the Advisory Agreement is terminated and/or that a new advisor is retained, our Advisor will cooperate with us and our board of directors in effecting an orderly transition of our advisory functions. The board of directors (including a majority of our independent directors) will approve a successor advisor only upon a determination that the new advisor possesses sufficient qualifications to perform our advisory functions for us and that the compensation to be received by the new advisor pursuant to the new advisory agreement is justified. Our Advisory Agreement also provides that in the event our Advisory Agreement is terminated, we will promptly change our name and cease doing business under or using the name “Hines” (or any derivative thereof), upon the written request of Hines.

Compensation

Our Advisor and its affiliates receive certain compensation and are reimbursed for certain expenses and receive certain other payments in connection with services provided to us as described below. The compensation, expense reimbursements and other payments payable to our Advisor and its affiliates may increase or decrease

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during or after this offering. Please see “Management Compensation” for a description of these matters. In the event our Advisory Agreement is terminated, our Advisor will be entitled to receive its prorated asset management fee through the date of termination and all earned, accrued and unpaid compensation and expense reimbursements within 30 days. In addition, in the event the Advisory Agreement is terminated, the holder of the Special OP Units will be allocated any accrued performance participation as of the date of such termination.

Asset Management Fee. As compensation for its services provided pursuant to the Advisory Agreement, we will pay our Advisor a monthly asset management fee equal to approximately 0.0625% of the value of our real estate investments at the end of each month. The value of our real estate investments is determined using the cost of our real estate investments at the end of each month; provided that, if our board of directors has determined an NAV per share that includes the real estate investments on which the asset management fee is being calculated, then the asset management fee with respect to those real estate investments will be equal to 0.0625% per month of the most recently determined value of such real estate investments at the end of each month. In no event will the asset management fee exceed an amount equal to 1/12th of 1.25% of our NAV at the end of the applicable month. See “Management Compensation” for additional information concerning the monthly calculation of the asset management fee.

Performance Participation Allocation. As long as the Advisory Agreement has not been terminated, our Advisor, as the holder of the Special OP Units, holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from our Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount, with a Catch-Up (each term as defined under “The Operating Partnership—Special OP Units”).

Expense Reimbursement. Under the Advisory Agreement, and subject to the limitations described below under “—Reimbursements by our Advisor,” our Advisor is entitled to reimbursement of all costs and expenses incurred by it or its affiliates on our behalf, provided that our Advisor is responsible for the expenses related to any and all personnel of our Advisor who provide investment advisory services to us pursuant to the Advisory Agreement (including, without limitation, each of our executive officers and any directors who are also directors, officers or employees of our Advisor or any of its affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel. Without limiting the generality of the foregoing, costs eligible for reimbursement include out-of-pocket costs and expenses our Advisor incurs in connection with the services it provides to us related to (1) legal, accounting and printing fees and other expenses attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC and in the various states and filing fees incurred by our Advisor, (2) the actual cost of goods and services used by us and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other services providers, and brokerage fees paid in connection with the purchase and sale of investments and securities, (3) expenses of managing and operating our properties, whether payable to an affiliate or a non-affiliated person, and (4) out-of-pocket expenses in connection with the selection, evaluation, structuring, acquisition, origination, financing and development of properties and real estate-related securities, whether or not such investments are acquired. Such out-of-pocket costs and expenses will include expenses relating to compliance-related matters and regulatory filings relating to our activities (including, without limitation, expenses relating to the preparation and filing of reports, disclosures, and/or other regulatory filings of our Advisor and its affiliates relating to our activities (including our pro rata share of the costs of our Advisor and its affiliates of regulatory expenses that relate to us and other investment vehicles sponsored, advised and/or managed by Hines or its affiliates)).

Our Advisor has agreed to advance all of our organization and offering expenses on our behalf through December 31, 2019. We will reimburse our Advisor for all such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to our initial public offering, ratably over the 60 months following December 31, 2019, to the extent reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings.

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cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. Although the cap on reimbursements to our Advisor and its affiliates for cumulative organization and offering expenses is equal to 2.5% of gross offering proceeds from our public offerings, we estimate that the total reimbursement that will be paid to our Advisor and its affiliates from the proceeds of this offering for organization and offering expenses incurred will be equal to approximately 1.17% of the maximum gross offering proceeds from the primary offering.

Reimbursements by our Advisor

Our Advisor must reimburse us quarterly for any expenses that cause our Total Operating Expenses in any four consecutive fiscal quarters to exceed the greater of: (i) 2% of our Average Invested Assets and (ii) 25% of our Net Income (each term as defined under “Management Compensation”).

Notwithstanding the foregoing, to the extent that our Total Operating Expenses exceed these limits and the independent directors determine that the excess expenses were justified based on unusual and nonrecurring factors that they deem sufficient, our Advisor would not be required to reimburse us. Within 60 days after the end of any fiscal quarter for which our Total Operating Expenses for the four consecutive fiscal quarters then ended exceed these limits and our independent directors approve such excess amount, we will send our stockholders a written disclosure of such fact, or will include such information in our next quarterly report on Form 10-Q or in a current report on Form 8-K filed with the SEC, together with an explanation of the factors our independent directors considered in arriving at the conclusion that such excess expenses were justified. In addition, our independent directors will review at least annually the total fees and expense reimbursements for operating expenses paid to our Advisor to determine if they are reasonable in light of our performance, our net assets and our net income and the fees and expenses of other comparable unaffiliated REITs. Any such findings and the reasons in support thereof will be reflected in the minutes of the meetings of our board of directors.

Our independent directors must review from time to time but at least annually the performance of, and compensation paid to, our Advisor. Please see “Management—Our Board of Directors” for factors that the independent directors must consider in connection with this review.

Our Advisor has the right to assign our Advisory Agreement to an affiliate of Hines subject to approval by our independent directors. We cannot assign our Advisory Agreement without the consent of our Advisor.

Indemnification

The Operating Partnership has agreed to indemnify and hold harmless our Advisor and its affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claim, damage or loss and related expense is not fully reimbursed by insurance, subject to any limitations imposed by the laws of the State of Texas or contained in our charter or the partnership agreement of the Operating Partnership, provided that: (i) our Advisor and its affiliates have determined that the cause of conduct which caused the loss or liability was in our best interests, (ii) our Advisor and its affiliates were acting on behalf of or performing services for us, and (iii) the indemnified claim was not the result of negligence, misconduct, or fraud of our Advisor or resulted from a breach of the agreement by our Advisor.

Any indemnification made to our Advisor may be made only out of our net assets and not from our stockholders. Our Advisor will indemnify and hold us harmless from contract or other liability, claims, damages, taxes or losses and related expenses, including attorneys’ fees, to the extent that such liability, claim, damage, tax or loss and related expense is not fully reimbursed by insurance and is incurred by reason of our Advisor’s bad faith, fraud, willful misconduct or reckless disregard of its duties, but our Advisor shall not be held responsible for any action of our board of directors in following or declining to follow any advice or recommendation given by our Advisor.

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Hines and Our Property Management, Leasing and Other Services

We expect that Hines or an affiliate of Hines will manage many of the properties we acquire in the future.

The Hines Organization

General

Hines is a fully integrated real estate investment and management firm which, with its predecessor, has been investing in real estate assets and providing acquisition, development, financing, property management, leasing or disposition services for over 60 years. The predecessor to Hines was founded by Gerald D. Hines in 1957 and Hines is currently owned by Gerald D. Hines and his son Jeffrey C. Hines. Hines’ investment partners have primarily consisted of large domestic and foreign institutional investors and high net worth individuals. Hines has worked with notable architects such as Philip Johnson; Cesar Pelli; I. M. Pei; Skidmore, Owings and Merrill and Frank Gehry, in the history of its operations. Please see the “Hines History, Experience and Timeline” included as Appendix E for additional information about the history of Hines.

Hines is headquartered in Houston and currently has regional offices located in New York, Chicago, Atlanta, Houston, San Francisco, Moscow, and London. Each regional office operates as an independent business unit headed by an executive vice president who manages the day-to-day business of such region and participates in its financial results. They are part of the Hines’ Executive Committee, which directs the strategy and management of Hines. All 13 employees who are part of the Hines’ Executive Committee have individual tenures ranging from 21 to 61 years, with an average tenure in the organization of 35 years as of December 31, 2017.

Hines’ central resources are located in Houston and these resources support the acquisition, development, financing, property management, leasing and disposition activities of all of the Hines regional offices. Hines’ central resources include employees with experience in capital markets and finance, accounting and audit, marketing, human resources, risk management, property management, leasing, asset management, project design and construction, operations and engineering. These resource groups are an important control point for maintaining performance standards and operating consistency for the entire firm. Please see “Risk Factors—Risks Related to Our Business in General—Our success will be dependent on the performance of Hines as well as key employees of Hines. Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years and there is a risk that we may experience similar adverse developments. Adverse changes in affiliated programs could also adversely affect our ability to raise capital.”

From inception through December 31, 2017, Hines, its predecessor and their respective affiliates have acquired, developed or have in the development process 1,403 real estate projects representing more than 460 million square feet. Hines’ property/asset management portfolio includes 506 properties with more than 210 million square feet. These projects consisted of a variety of asset types including: office properties, industrial properties, retail and residential properties, hospitality and a variety of other properties. In connection with these projects, Hines has employed many real estate investment strategies, including acquisitions, development, redevelopment and repositioning in the United States and internationally.

As of December 31, 2017, Hines had $111.0 billion in assets under management, which includes $60.0 billion in assets that Hines manages as a fiduciary and $51.0 billion for which Hines provides third-party property management services. This portfolio represents assets owned by Hines, its affiliates and numerous third-party investors, including pension plans, domestic and foreign institutional investors, high net worth individuals and retail investors as well as assets Hines serves in an investment management role as a fiduciary, regardless of equity participation.

Hines also has extensive experience in disposition services. Since 1993, Hines sponsored 57 strategic investment vehicles in which Hines co-invested with various third-party institutional and other third-party investors, two other publicly-offered real estate investment programs, Hines REIT and Hines Global REIT, and one publicly-offered business development company, HMS. During this period, these investment vehicles invested in over 700

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real estate investments with aggregate cost of over $80 billion. Also during this period, Hines disposed of over 400 investments with an aggregate sales price of over $50 billion and an aggregate original cost of over $40 billion.

The following chart sets forth the Hines organizational structure in each region, the international offices and the central office as of December 31, 2017:

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The following is information about the executive officers of the general partner of Hines most of which are members of its Executive Committee:



Name	Age	Number of Years with Hines	Position
Gerald D. Hines	92	61	Chairman of the Board
Jeffrey C. Hines	63	36	President and Chief Executive Officer
C. Hastings Johnson	70	40	Vice Chairman
Charles M. Baughn	63	34	Senior Managing Director and Chief Financial Officer
James C. Buie, Jr.	66	38	Senior Managing Director and CEO—West Region, Asia Pacific and Australia
Christopher D. Hughes	56	32	Senior Managing Director and CEO—Capital Markets Group and East Region
Lee Timmins	56	30	Senior Managing Director and CEO—Eurasia Region
Sherri W. Schugart	52	23	Senior Managing Director and CEO—Core Fund, REIT and BDC Group
C. Kevin Shannahan	62	36	Senior Managing Director and CEO—Midwest & Southeast Regions, Canada and South America
Mark A. Cover	58	35	Senior Managing Director and CEO—Southwest Region and Mexico/Central America
Lars Huber	47	22	Senior Managing Director and CEO—Hines Europe and Middle East/North Africa
Colin P. Shepherd	58	36	Senior Managing Director and CEO—Investment Management
Thomas D. Owens	66	45	Senior Managing Director and Chief Risk Officer
David L. Steinbach	41	19	Chief Investment Officer

Jeffrey C. Hines and Charles M. Baughn are on our board of directors. Sherri W. Schugart is our Chief Executive Officer and David L. Steinbach is our Chief Investment Officer. Their biographies are included above with the rest of our management.

Gerald D. Hines. Mr. Hines is the co-owner and Chairman of the Board of the general partner of Hines, and is responsible for directing all firm policy and procedures as well as participating in major new business ventures and cultivating new and existing investor relations. He is also Chairman of Hines’s Executive Committee. He oversees a portfolio of $96.5 billion in assets under management, which includes $48.5 billion in assets that Hines manages as a fiduciary and $48.0 billion for which Hines provides third-party property management services, and has expanded the scope of Hines by moving into foreign markets in 1991, introducing new product lines, initiating acquisition programs and developing major new sources of equity and debt financings. He graduated from Purdue University with a B.S. in Mechanical Engineering and received an Honorary Doctorate of Engineering from Purdue. Mr. Hines is the father of Jeffrey C. Hines.

C. Hastings Johnson. Mr. Johnson joined Hines in 1978. Mr. Johnson serves as a member of the managers of the general partner of our Advisor. Mr. Johnson also serves as a member of the board of directors of Hines Global REIT and as a member of the managers of the general partner of the advisor to Hines Global REIT. Mr. Johnson has also served as a member of the board of directors of Hines REIT from August 2003 to December 2013, a manager of the general partner of the advisor to Hines REIT, and a member of the management board of the Core Fund since August 2003. In addition, he has served as Vice Chairman of the general partner of Hines since January 2008 and as Chief Investment Officer of the general partner of Hines from 2012 through February 2017, where he was responsible for investments and still chairs Hines’ Strategy Committee. Previously, he served as Chief Financial Officer of the general partner of Hines from 1992 through 2012. In this role, he was responsible for the financial policies, equity financing and the joint venture relationships of Hines in the U.S. and internationally. He is also a member of Hines’ Executive Committee and currently oversees a portfolio of $96.5 billion in assets under management, which includes $48.5 billion in assets that Hines manages as a fiduciary and $48.0 billion for which

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Hines provides third-party property management services. Prior to becoming Chief Financial Officer of the general partner of Hines, he led the development or redevelopment of numerous projects and initiated the Hines’ domestic and international acquisition program. Mr. Johnson graduated from the Georgia Institute of Technology with a B.S. in Industrial Engineering and received his M.B.A. from the Harvard Business School.

James C. Buie, Jr. Mr. Buie is the Senior Managing Director and CEO of the West region of the United States and Hines Asia Pacific and Australia. He is responsible for all development and operations in these regions, representing a cumulative total of more than 70 million square feet of real estate. He is also a member of Hines’ Executive Committee. He graduated from the University of Virginia with a B.A. in Economics and received his M.B.A. from Stanford University.

Christopher D. Hughes. Mr. Hughes is the Senior Managing Director and CEO of the Capital Markets Group and East region of the United States. He oversees all institutional capital raising activities and is responsible for all development and operations in the East region. He is also a member of Hines’ Executive Committee. Mr. Hughes was a development officer in the Washington, DC office, where he contributed to the development and acquisition of real estate. He graduated from Southern Methodist University with a B.A. in History. Mr. Hughes also holds Series 22 and 63 Securities Registered Representative Licenses from FINRA.

Lee Timmins. Mr. Timmins is the country manager for Hines’ Russian operations and is the Senior Managing Director and CEO of Hines Eurasia. He is also a member of Hines’ Executive Committee. Mr. Timmins has been responsible for the development, acquisition and management of more than 3,540,040 square feet of office, warehouse and mixed-use projects. In recent years, Mr. Timmins has been instrumental in establishing development and acquisition funds including the Hines Russia & Poland Fund and the HC Russia Long Term Hold Fund. Mr. Timmins received a Bachelor of Business Administration from the University of Texas at Austin, and a Master of Business Administration from the Cox School of Business, Southern Methodist University.

C. Kevin Shannahan. Mr. Shannahan is the Senior Managing Director and CEO of the Midwest and Southeast regions of the United States, Canada and Hines South America. He is responsible for all development and operations in these regions as well as new activities throughout South America and Canada (excluding Vancouver), representing a cumulative total of more than 70 million square feet of real estate and more than 5,000 acres of land development. He is also a member of Hines’ Executive Committee. He graduated from Cornell University with a B.S. in Mechanical Engineering and received his M.B.A. from the Harvard Business School.

Mark A. Cover. Mr. Cover is the Senior Managing Director and CEO of the Southwest region and Hines Mexico/Central America. He is responsible for all development and operations in the Southwest region of the United States and Mexico representing a total of more than 20 million square feet of real estate. He is also a member of Hines’ Executive Committee. He graduated from Bob Jones University with a B.S. in Accounting and is a certified public accountant (retired).

Lars Huber. Mr. Huber serves as CEO for Hines’ Europe and Middle East/North Africa region and also as Senior Managing Director in the Capital Markets Group. He is a member of the Capital Markets Committee. He oversees the European and Asian Capital Markets team and is involved with key investor relationships, structuring commingled funds, joint ventures and capital raising globally. As Co-CEO of the Europe and Middle East/North Africa region, he is responsible for all development activity, acquisitions and operations in the region. Previously, he served as fund manager in the London-based European headquarters and as development officer in Germany specializing in development and acquisitions of real estate. Huber graduated from the European Business School in Frankfurt.

Colin P. Shepherd. Mr. Shepherd is the Senior Managing Director and CEO of the Investment Management group. Mr. Shepherd joined Hines in 1982. Mr. Shepherd has served on the board of directors for Hines Global REIT since August 2012 and is currently Chairman of Hines’ Investments and Performance Committee. He is a member of Hines’ Executive Committee and investment committees. He served as a Senior Vice President of Hines from June 1994 to April 2012, where he had contributed to the development, acquisitions, operations, and transactions of more than 21 million square feet of commercial real estate in Los Angeles, Seattle, Salt Lake City,

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Orange County, San Diego, and Houston. He graduated from Massachusetts Institution of Technology with a B.S. in Civil Engineering and received his M.S. in Management from Massachusetts Institute of Technology.

Thomas D. Owens. Mr. Owens is Senior Managing Director and Chief Risk Officer for Hines’ investments worldwide. He joined Hines in 1973. Mr. Owens serves as a member of the investment committee of all Hines funds as well as the Hines Investment Committee for company projects and joint ventures. He is a member of Hines’ Executive Committee. He has been directly responsible for the development of more than 7 million square feet of office and retail space and has been a member of the Allocation Committee since 2002. Mr. Owens was Fund Manager for the Hines Suburban Office Venture, L.L.C., Hines 1999 U.S. Office Development Fund, L.P., Hines 1997 U.S. Office Development Fund, L.P. and HMS Office, L.P., all of which have been monetized. In addition to fund management, he has extensive experience in construction and project management, asset and portfolio management, and project acquisition/disposition. He graduated from Texas A & M University with a B.S. in Building Construction and received his M.B.A. from the University of Texas at Austin.

Hines’ Real Estate Personnel and Structure

Hines is one of the largest and most experienced privately owned real estate investment, acquisition, development and management companies in the world. As of December 31, 2017, Hines has a presence in 24 countries and 201 cities around the world and relationships with many of the world’s largest financial institutions, as shown in the map below.

Hines believes that it has mitigated many of the risks inherent in real estate investments by hiring, training and retaining what it believes to be highly qualified management personnel and by rewarding these employees with

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performance-based compensation. Hines believes that the stability of its organization and its ability to retain its employees is demonstrated by the longevity of their tenure at Hines, as shown in the table below. Hines maintains what it believes are high performance and professional standards and rewards its personnel for their achievements. Typically, incentive compensation is provided to senior officers, as well as other key employees, in the form of profit sharing programs tied to Hines’ profitability related to each project, investment fund, geographic area, or the firm as a whole. In addition, for assets or groups of assets within the scope of their responsibilities, Hines’ senior officers typically hold equity investments (by way of participation in the interests held by Hines and its affiliates) in properties acquired or developed by Hines, its affiliates and investment partners. Hines believes this performance-based compensation provides better alignment of interests between Hines’ employees, Hines and its investors, while providing Hines’ employees with long-term incentives. However, there is no guarantee that Hines will be able to retain these employees in the future. The loss of a number of key employees could adversely impact our performance. Please see “Risk Factors—Risks Related to Our Business in General—Our success will be dependent on the performance of Hines as well as key employees of Hines. Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years and there is a risk that we may experience similar adverse developments. Adverse changes in affiliated programs could also adversely affect our ability to raise capital.”



	As of December 31, 2017⁽¹⁾
Title	Number of Employees	Average Tenure (Years)
Executive Committee	13	35
Senior Managing Director/SVP	80	23
Managing Director/VP	211	15
TOTAL	304	18

______________


(1)	All 13 employees who are part of the Hines Executive Committee have individual tenures ranging from 21 to 61 years, with an average tenure in the organization of 35 years as of December 31, 2017.

Hines has employed a decentralized structure and built an international organization with professionals located in major office markets because it believes that knowledge of local market economics and demographic conditions is essential to the success of any real estate asset. Having real estate professionals living and working in most major markets where Hines invests allows Hines to monitor current local conditions and transactions and build relationships with local tenants, brokers and real estate owners. Hines believes that this decentralized structure allows them to better identify potential investment opportunities, perform more effective research of local markets and manage, lease and operate each real estate asset. However, Hines’ decentralized structure may or may not have a positive impact on our performance.

Hines’ Leasing and Property Management

Hines and its affiliates have extensive experience in providing responsive and professional property management and leasing services. Property management and leasing services provided by Hines include the following:


•	tenant relations;


•	energy management;


•	preventive maintenance;


•	security;


•	vendor contracting;

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•	parking management;


•	marketing plans;


•	broker relations;


•	tenant prospecting; and


•	lease negotiation.

Hines believes that providing these services in a high-quality and professional manner is integral to tenant satisfaction and retention.

Hines has been repeatedly recognized as an industry leader in property management and leasing. Hines joined ENERGY STAR^® as a partner in 1999, and in 2001, 2002 and 2003, the U.S. Environmental Protection Agency, or EPA, named Hines as ENERGY STAR^® Partner of the Year. Hines has also received the Sustained Excellence Award 10 times. An ENERGY STAR^® label is a designation by the EPA for buildings that it believes show excellence in energy performance, reduced operating costs and environmental leadership. In 2004, Hines became the first commercial real estate company to receive the EPA’s ENERGY STAR^® Sustained Excellence Award. In each year from 2009 through 2017, the EPA honored Hines with the Sustained Excellence Award in recognition of the firm’s continued leadership in superior energy management. As of December 31, 2017, Hines owned and/or managed 158 buildings with approximately 72.7 million square feet, which have received an ENERGY STAR^® label. Also as of December 31, 2017, Hines owned and/or managed 7 buildings, representing more than 4.8 million square feet, which have received the EPA’s Designed to Earn the ENERGY STAR^® designation. Hines has been actively involved in the development of the U.S. Green Building Council’s LEED rating system, the nationally accepted benchmark for the design, construction and operation of high-performance buildings. As of December 31, 2017, Hines has 135 projects that have been certified, pre-certified or registered under LEED’s various programs. Together, these projects represent more than 81.4 million square feet. Hines has received more than 160 awards for buildings it has owned and/or managed from the Building Owners and Managers Association including “Building of the Year,” “New Construction of the Year,” “Commercial Recycler of the Year” and “Renovated Building of the Year” in local, regional, national and international competitions. In November 2008, Hines REIT, which is sponsored by Hines, received the NAREIT Gold Leader in the Light Award for demonstrating superior and sustained energy practices. The National Association of Real Estate Investment Trusts, or NAREIT, gives the award in collaboration with ENERGY STAR^®. NAREIT again honored Hines REIT with the NAREIT Bronze Leader in the Light Award in 2009 and the NAREIT Silver Leader in the Light Award in 2010 for its continuing demonstration of superior and sustained energy practices.

Hines was a founding member of the German Sustainable Building Council and the Russia Green Building Council, and is active in the Green Building Council Brasil, the Green Building Council España, the Green Building Council Italia, the Indian Green Building Council, the BRE Environmental Assessment Method program in the United Kingdom and the Haute Qualité Environnementale program in France.

In 2008, Hines initiated HinesGO (Hines GREEN OFFICE), an internal program to measure and reward sustainable practices within Hines offices worldwide, and a year later Hines launched the program for voluntary participation by tenants. More than 650 tenants have elected to participate in the program to date, representing 28.8 million square feet of occupied space.

Hines believes that real estate is essentially a local business and that it is often a competitive advantage for Hines to have real estate professionals living and working in the local markets in which Hines and its affiliates own properties. This allows Hines’ real estate professionals to obtain local market knowledge and expertise and to maintain significant local relationships. As a result, Hines may have access to off-market acquisitions involving properties that are not yet being generally marketed for sale, which can alleviate competitive bidding and potentially higher costs for properties in certain cases. In addition, in part, as a result of Hines’ strong local presence in the markets it serves and its corporate culture, we believe Hines has a strong track record in attracting and retaining tenants.

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Hines believes that tenant retention is a critical component of profitable building operations and results in lower volatility. Tenant loss can reduce operating income by decreasing rental revenue and operating expense recoveries and by exposing the property to market-driven rental concessions that may be required to attract replacement tenants. In addition, a property with high tenant turn-over may incur costs of leasing brokerage commissions and construction costs of tenant improvements required by new occupants of the vacant space.

Hines attempts to manage tenant occupancy proactively by anticipating and meeting tenant needs. In addition, Hines attempts to maintain productive relationships with leasing brokers in most major markets in the U.S. and as of December 31, 2017, maintains ongoing direct relationships with more than 4,300 tenants as the manager of buildings for its own account and as a third-party manager. Hines also has a substantial number of relationships with corporate and financial users of office space as well as with law firms, accounting and consulting firms in multiple locations throughout the United States and, increasingly, in a range of global locations.

Indemnification

We expect to agree to indemnify, defend and hold harmless Hines and its officers, agents and employees from and against any and all causes of action, claims, losses, costs, expenses, liabilities, damages or injuries (including legal fees and disbursements) that such officers, agents and employees may directly or indirectly sustain, suffer or incur arising from or in connection with any property management and leasing agreement or the property, unless the same results from (i) the negligence or misconduct of such officer, agent or employee acting within the scope of their office, employment, or agency, or (ii) the breach of this agreement by Hines. We shall assume on behalf of such officer, agent and employee the defense of any action at law or in equity which may be brought against such officer, agent or employee based upon a claim for which indemnification is applicable.

There is no assurance that the terms outlined above will be contained in any property management and leasing agreements that we or the operating partnership enter into and terms may differ from agreement to agreement.

Our Dealer Manager

Hines Securities, Inc., our Dealer Manager, was formed in June 2003. It is registered under applicable federal and state securities laws and is qualified to do business as a securities broker dealer throughout the United States. Our Dealer Manager provides the marketing function for the distribution and sale of our common shares and for offerings by other Hines-sponsored investment vehicles. Our Dealer Manager is a member firm of the Financial Industry Regulatory Authority.

The following table sets forth information with respect to the directors, officers and the key employees of our Dealer Manager:



Name	Age	Position and Office with our Dealer Manager
J. Mark Earley	55	Director and Chief Executive Officer
Sherri W. Schugart	52	Director
Colin P. Shepherd	58	Director
Frank R. Apollo	51	Director, Senior Managing Director, Treasurer and Secretary
Charles M. Baughn	63	Director
Dugan Fife	44	National Director of Distribution
Bill Lehew	61	Director of Strategic Accounts

Please see “Management—Our Officers and Directors” for the biographies of Mr. Baughn and Ms. Schugart and “Hines and Our Property Management, Leasing and Other Services—The Hines Organization—General” for the biography of Mr. Shepherd.

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Frank R. Apollo. Mr. Apollo joined Hines in 1993 and is the Senior Managing Director—Finance of the general partner of our Advisor and the general partner of the advisor of Hines Global REIT and Hines REIT. Mr. Apollo also has served as Director and Senior Managing Director—Finance of the Dealer Manager since April 2008 and as Treasurer and Secretary of our Dealer Manager since August 2003. Mr. Apollo serves as Senior Managing Director—Finance; Treasurer and Secretary for us and the general partner of our Advisor, for Hines Global REIT and the general partner of the advisor to Hines Global REIT since December 2008, and for Hines REIT and the general partner of the advisor of Hines REIT since April 2008. From April 2008 through November 1, 2011, Mr. Apollo also served as the Senior Managing Director—Finance of the Core Fund. In these roles, he was responsible for overseeing portfolio financial management, debt financings, treasury and liquidity management and legal and corporate governance in the U.S. and internationally. He served as Chief Accounting Officer, Treasurer and Secretary for Hines REIT from August 2003 to April 2008 and Chief Accounting Officer of the Core Fund from July 2004 to April 2008. His responsibilities in these positions included accounting, financial reporting, legal and corporate governance in the U.S. and internationally. He has also served as a Vice President of the general partner of Hines since 1999. In addition to the positions Mr. Apollo currently holds at our Dealer Manager, Mr. Apollo also served as the Vice President of our Dealer Manager from August 2003 to April 2008, and, as a result of his positions at our Dealer Manager, is responsible for all financial operations of our Dealer Manager. Previously, Mr. Apollo also served as the Vice President and Corporate Controller responsible for the accounting and control functions for Hines’ international operations, as the Vice President and Regional Controller for Hines’ European Region and as the director of Hines’ Internal Audit Department. Before joining Hines, Mr. Apollo was an audit manager with Arthur Andersen. He graduated from the University of Texas with a B.B.A. in Accounting, is a certified public accountant and holds Series 28 and 63 Securities Registered Representative Licenses from FINRA.

J. Mark Earley. Mr. Earley joined our Dealer Manager in September of 2003 and is the President and Chief Executive Officer and a director of our Dealer Manager. In his prior role as President - Retail Distribution, Mr. Earley was responsible for overseeing share distribution nationally for our Dealer Manager. Prior to joining our Dealer Manager, he was a Managing Director for Morgan Stanley from April 2002 to September 2003. In addition, he was responsible for seeking sales and revenue growth within a region of 65 branches and approximately 1,600 financial advisors. Prior to joining Morgan Stanley, Mr. Earley was the Western Regional Sales Manager for BlackRock Funds from January 2001 to March 2002. He graduated from Stephen F. Austin State University with a B.B.A. in General Business and holds a Texas Real Estate Brokers License and Series 7, 24 and 63 Securities Registered Representative Licenses from FINRA.

Dugan Fife. Mr. Fife joined our Dealer Manager in June of 2004 and is responsible for overseeing national distribution of our Dealer Manager. Prior to his promotion to National Director, he served as the Western Divisional Director and was a Regional Sales Director for our Dealer Manager covering the states of Michigan, Indiana and Kentucky. Before joining our Dealer Manager, Mr. Fife served as a Regional Vice President for Scudder/Deutsche Bank, with responsibility for wholesaling variable annuities. Prior to that, Mr. Fife worked for Sun Life/MFSLF Securities as a Vice President responsible for wholesaling variable, fixed and indexed annuities. He has been in the securities business since 1997. He is a graduate of the University of Michigan with a B.A. in Organizational Studies and holds Series 7, 24 and 63 Securities Registered Representative Licenses from FINRA.

Bill Lehew. Mr. Lehew joined our Dealer Manager in May of 2004 and is the Director of Strategic Accounts of our Dealer Manager. Upon joining our Dealer Manager, Mr. Lehew served as a Regional Director covering North Carolina, South Carolina, Virginia, Maryland, Washington, D.C. and West Virginia, and later became Eastern Divisional Director. Before joining our Dealer Manager, Mr. Lehew served as a Regional Vice President for Seligman Advisors, responsible for wholesaling managed money and mutual funds, and for Van Kampen Investments as a Vice President responsible for wholesaling mutual funds, Unit Investment Trusts and Annuities. He has been in the financial services industry for over 20 years. He is a graduate of The Citadel with a B.A. in Political Science and holds Series 7, 24 and 63 Securities Registered Representative Licenses from FINRA.

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MANAGEMENT COMPENSATION

Our Advisor and our Dealer Manager and their affiliates will receive the fees and expense reimbursements described below in connection with performing services for us. We do not intend to pay the Advisor or its affiliates any separate fees for property acquisitions, dispositions, financings or development, or adopt a long-term incentive plan, although our charter permits us to do so, subject to certain limitations. We will, however, reimburse the Advisor and its affiliates for out-of-pocket and other expenses related to the foregoing activities to the extent such expenses are paid by the Advisor.



Type and Recipient	Description and Method of Computation	Estimated Amount

	Organization and Offering Activities⁽¹⁾
Upfront Selling Commissions and Dealer Manager Fees⁽²⁾—our Dealer Manager	Our Dealer Manager will be entitled to receive upfront selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of gross offering proceeds from Class T Shares sold in the primary offering and upfront selling commissions of up to 3.5% of gross offering proceeds from Class S Shares sold in the primary offering. Our Dealer Manager may reallow all or a portion of the upfront selling commissions and dealer manager fees to participating broker dealers. No upfront selling commissions or dealer manager fees will be paid with respect to purchases of Class D Shares, Class I Shares or shares of any class sold pursuant to our distribution reinvestment plan.	The actual amount of upfront selling commissions and dealer manager fees will depend on the number of Class T Shares and Class S Shares sold in the primary offering. Aggregate upfront selling commissions will equal approximately $32.5 million if we sell the maximum amount in our primary offering, and aggregate dealer manager fees will equal approximately $2.5 million if we sell the maximum amount in our primary offering, assuming payment of the full upfront selling commissions and dealer manager fees and that 1/4 of our offering proceeds are from the sale of each of Class T Shares and Class S Shares.
Distribution and Stockholder Servicing Fees⁽³⁾⁽⁴⁾—our Dealer Manager	Subject to FINRA limitations on underwriting compensation, we will pay our Dealer Manager distribution and stockholder servicing fees: ● with respect to our outstanding Class T Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class T Shares; ● with respect to our outstanding Class S Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class S Shares; and ● with respect to our outstanding Class D Shares, in an amount equal to up to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares. We will not pay distribution and stockholder servicing fees with respect to our outstanding Class I Shares.	Actual amounts depend upon the NAV per share of Class T Shares, Class S Shares and Class D Shares, the number of Class T Shares, Class S Shares and Class D Shares purchased and when such shares are purchased. For each of Class T Shares and Class S Shares, the distribution and stockholder servicing fees will equal approximately $4.8 million per annum if we sell the maximum amount. For Class D Shares, the distribution and stockholder servicing fees will equal approximately $1.3 million per annum if we sell the maximum amount. In each case, we are assuming that, in our primary offering, 1/4 of our offering proceeds are from the sale of Class T Shares, 1/4 of our offering proceeds are from the sale of Class S Shares and 1/4 of our offering proceeds are from the sale of Class D Shares, that the NAV per share of each of our Class T Shares, Class S Shares and Class D Shares remains constant at $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	We will cease paying distribution and stockholder servicing fees with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the transfer agent, on our behalf, determines that the total upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder within his or her particular account equals 8.75% (or, in the case of shares sold through certain participating broker dealers, a lower limit as set forth in any applicable agreement between our Dealer Manager and a participating broker dealer) of the gross proceeds from the sale of such Class T Shares, Class S Shares or Class D Shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, such Class T Share, Class S Share or Class D Share (and any shares issued under our distribution reinvestment plan with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the distribution and stockholder servicing fees will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class T Share or Class S Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 5.44 years from the date of purchase and with respect to a Class D Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 35 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees and a constant NAV per share of $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary. Under these assumptions, if a stockholder holds his or her shares for these time periods, this fee with respect to a Class T Share or Class S Share would total approximately $0.54 and with respect to a Class D Share would total approximately $0.87.
	In addition, we will cease paying distribution and stockholder servicing fees with respect to Class T Shares, Class S Shares and Class D Shares on the earlier to occur of the following: (i) a listing of our common shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. Upon the earlier to occur of such events, our Class T Shares, Class S Shares and Class D Shares will convert into a number of Class I Shares (including any fractional shares) with an equivalent NAV as such shares. We will further cease paying the distribution and stockholder servicing fee on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon our dissolution, liquidation or the winding up of our affairs, or a merger or other extraordinary transaction to which we are a party and in which the Class T Shares, Class S Shares or Class D Shares, each as a class, are exchanged for cash or other securities. We cannot predict if or when this will occur for each Class T Share, Class S Share and Class D Share.

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Type and Recipient	Description and Method of Computation	Estimated Amount
Organization and Offering Expense Reimbursement ⁽³⁾⁽⁵⁾ —our Advisor	Our Advisor has agreed to advance all of our organization and offering expenses on our behalf, including expenses that are deemed issuer costs and certain expenses that are deemed underwriting compensation, such as legal, accounting, printing, mailing and filing fees and expenses, bona fide due diligence expenses of participating broker dealers and investment advisers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our transfer agent, fees paid by registered representatives associated with our Dealer Manager to attend retail seminars sponsored by participating broker dealers, costs associated with sponsoring conferences, including reimbursements for registered representatives associated with participating broker dealers to attend educational conferences sponsored by us or our Dealer Manager, reimbursements for customary lodging, meals and reasonable entertainment expenses and promotional items, technology costs and legal fees of our Dealer Manager, but excluding upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees through December 31, 2019. We will reimburse our Advisor for all such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to our initial public offering, ratably over the 60 months following December 31, 2019, to the extent reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings.	We estimate the reimbursement for our organization and offering expenses (excluding upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees) to be approximately $23.4 million if we sell the maximum offering amount.
	Following December 31, 2019, we will reimburse our Advisor for any organization and offering expenses that it incurs on our behalf as and when incurred, to the extent that aggregate reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of the gross offering proceeds from our public offerings. Although the cap on reimbursements to our Advisor and its affiliates for cumulative organization and offering expenses is equal to 2.5% of the gross offering proceeds from our public offerings, we estimate that the total reimbursement that will be paid to our Advisor and its affiliates for cumulative organization and offering expenses incurred will be equal to approximately 1.17% of the maximum gross offering proceeds from the primary offering.
	Investment Activities
Acquisition Expenses Reimbursement⁽⁶⁾—our Advisor	We do not intend to pay the Advisor any acquisition, financing (except interest payments to the lender in cases where the lender is an affiliate of the Advisor) or other similar fees in connection with making investments. We will, however, reimburse our Advisor for out-of-pocket expenses in connection with the selection, evaluation, structuring, acquisition, origination, financing and development of properties and real estate-related securities, whether or not such investments are acquired, and make payments to third parties or certain of the Advisor’s affiliates in connection with making investments as described in “—Fees for Other Services” below.	Not determinable at this time.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	Operational Activities
Asset Management Fee and Expense Reimbursements—our Advisor	We will pay our Advisor an asset management fee equal to 0.0625% per month of the value of our real estate investments at the end of each month. The value of our real estate investments at the end of each month is determined using the cost of our real estate investments at the end of each month; provided that if our board of directors has determined an NAV per share that includes the real estate investments on which the asset management fee is being calculated, the asset management fee with respect to those real estate investments will be equal to 0.0625% per month of the most recently determined value of such real estate investments at the end of each month. In no event will the asset management fee exceed an amount equal to 1/12th of 1.25% of our NAV at the end of the applicable month. The asset management fee may be paid, at the Advisor’s election, in cash, Class I Shares or Class I OP units. If our Advisor elects to receive any portion of its management fee in Class I Shares or Class I OP units, we may repurchase such Class I Shares or Class I OP units from the Advisor at a later date. Class I Shares and Class I OP units obtained by our Advisor in lieu of a cash asset management fee will not be subject to the 5% holding discount under our share redemption program, but will be subject to the monthly and quarterly volume limitations that exist under our share redemption program. Any such Class I Shares will be repurchased at the then-current redemption price under our share redemption program. The Operating Partnership will repurchase any such OP Units for cash in an amount determined in accordance with the Limited Partnership Agreement of the Operating Partnership, which generally will equal the aggregate NAV of such OP Units, unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or our charter, in which case such OP Units will be repurchased for shares of our common stock with an equivalent aggregate NAV. The Advisor will have the option of exchanging Class I Shares for an amount of Class T Shares, Class S Shares or Class D Shares with an equivalent aggregate NAV and will have registration rights with respect to shares of our common stock.	Not determinable at this time. Actual amounts of the asset management fee depend upon the cost of our real estate assets.
	In addition to the organization and offering expense and acquisition expense reimbursements described above, we will reimburse our Advisor for out-of-pocket costs and expenses that it incurs in connection with the services it provides to us, including, but not limited to, (i) the actual cost of goods and services used by us and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other services providers, and brokerage fees paid in connection with the purchase and sale of investments and securities, and (ii) expenses of managing and operating our properties, whether payable to an affiliate or a non-affiliated person. See “Management—Our Advisor and Our Advisory Agreement—Compensation.”

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Type and Recipient	Description and Method of Computation	Estimated Amount
Performance Participation Allocation—our Advisor	As long as the Advisory Agreement has not been terminated (including by means of non-renewal), our Advisor, as the holder of the Special OP Units will be entitled to a performance participation interest in the Operating Partnership that entitles it to receive an allocation from our Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount, with a Catch-Up (each term as defined below). Such allocation will be made annually and accrue monthly. Specifically, our Advisor will be allocated a performance participation in an amount equal to: ● First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such annual Excess Profits until the total amount allocated to our Advisor equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to our Advisor pursuant to this clause (this is commonly referred to as a “Catch-Up”); and ● Second, to the extent there are remaining Excess Profits 12.5% of such remaining Excess Profits. “Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accrued or paid (without duplication) on the OP Units outstanding at the end of such period since the beginning of the then-current calendar year, plus (ii) the change in aggregate NAV of such units since the beginning of the year, before giving effect to (x) changes resulting solely from the proceeds of issuances of OP Units, (y) any allocation/accrual to the performance participation interest and (z) applicable distribution and stockholder servicing fee expenses (including any payments made to us for payment of such expenses). For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such units. In addition, with respect to a year in which we complete a liquidity event, the calculation of Total Return will include any change in the aggregate NAV of the OP Units outstanding will be deemed to equal the difference between the aggregate NAV of such units at the beginning of the year and the aggregate value of such units determined in connection with such liquidity event.	Actual amounts of the performance participation allocation depend upon the Operating Partnership’s actual annual Total Return and, therefore, cannot be calculated at this time.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	“Hurdle Amount” for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the NAV of the OP Units outstanding at the beginning of the then-current calendar year and all OP Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such units and all issuances of OP Units over the period. The ending NAV of the OP Units used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the performance participation interest and applicable distribution and stockholder servicing fee expenses. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any OP Units repurchased during such period, which units will be subject to the performance participation allocation upon repurchase as described below. Except as described in Loss Carryforward Amount below, any amount by which Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.
	“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any OP Units repurchased during such year, which units will be subject to the performance participation allocation upon repurchase as described below. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the performance participation allocation. Our Advisor will also be allocated a performance participation with respect to all OP Units that are repurchased at the end of any month (in connection with redemptions of our shares in our share redemption program) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation.
	Distributions on the performance participation interest may be payable in cash or Class I OP units at the election of our Advisor. If our Advisor elects to receive such distributions in Class I OP Units, then our Advisor may request the Operating Partnership to repurchase such OP Units from our Advisor at a later date. Any such repurchase requests will not be subject to the 5% holding discount under our share redemption program but will be subject to the monthly and quarterly volume limitations that exist under our share redemption program.

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Type and Recipient	Description and Method of Computation	Estimated Amount
	The Operating Partnership will repurchase any such OP Units for cash in an amount determined in accordance with the Limited Partnership Agreement of the Operating Partnership, which generally will equal the aggregate NAV of such OP Units, unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or our charter, in which case such OP Units will be repurchased for shares of our common stock with an equivalent aggregate NAV. See “The Operating Partnership—Special OP Units.”
Property Management Fee—Hines or its Affiliates	Customary property management fees if Hines or an affiliate is our property manager. Such fees will be paid in an amount that is usual and customary in that geographic area for that type of property. We expect such fee could range from 2.5% to 4.0% of the annual gross revenues for our properties.⁽⁷⁾⁽⁸⁾	Not determinable at this time.
Leasing Fee—Hines or its Affiliates	Customary leasing fees if Hines or an affiliate is our primary leasing agent. Such fees will be paid in an amount that is usual and customary in that geographic area for that type of property. We expect such fee could range from 1% to 3% of the annual gross rent paid under a lease.⁽⁷⁾⁽⁸⁾	Not determinable at this time.
Tenant Construction Management Fees—Hines or its Affiliates	Amount payable by the tenant under its lease or, if payable by the landlord, direct costs incurred by Hines or an affiliate if the related services are provided by off-site employees.⁽⁹⁾	Not determinable at this time.
Re-development Construction Management Fees—Hines or its Affiliates	Customary re-development construction management fees if Hines or its affiliates provide such services. Such fees will be paid in an amount that is usual and customary in the geographic area for that type of property. We expect such fee could range from 3% to 6% of the total projected re-development or construction cost.⁽⁷⁾	Not determinable at this time.
Fees for Other Services—Affiliates of our Advisor	We may retain certain of the Advisor’s affiliates, from time to time, for services relating to our investments or our operations, which may include corporate services, statutory services, transaction support services (including but not limited to coordinating with brokers, lawyers, accountants and other advisors, assembling relevant information, conducting financial and market analyses, and coordinating closing procedures) and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance (including but not limited to budget preparation and preparation and maintenance of corporate models), treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters. Any fees paid to our Advisor’s affiliates for any such services will not reduce the asset management fee. Any such arrangements will be at market rates.	Actual amounts depend on whether affiliates of our Advisor are actually engaged to perform such services.

______________


(1)	The total compensation related to our organization and offering activities, which includes upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and organization and offering expenses will not exceed 15% of the gross offering proceeds.


(2)	Upfront selling commissions and dealer manager fees for sales of Class T Shares and Class S Shares may be reduced or waived in connection with volume discounts. See “Plan of Distribution—Underwriting Terms—

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Front-End Selling Commissions and Discounts (Class T Shares and Class S Shares)” and “—Dealer Manager Fees (Class T Shares).” If all shares sold in this offering are Class S Shares, our total upfront selling commissions would be approximately $70 million if we raise the maximum offering, assuming that the maximum upfront selling commission is paid for each share sold in our primary offering and no shares are issued pursuant to our distribution reinvestment plan.

(3)

(4)

(5)

(6)


(7)	Such fees must be approved by a majority of our independent directors as being fair and reasonable and on terms and conditions not less favorable than those available from unaffiliated third parties.


(8)	Property management fees and leasing fees for international acquisitions may differ from our domestic property management fees and leasing fees due to differences in international markets, but in all events the fees shall be paid in compliance with our charter, and fees paid to Hines and its affiliates shall be approved by a majority of our independent directors.


(9)	These fees relate to construction management services for improvements an build out tenant space.

In addition, we pay our independent directors certain fees and reimburse our independent directors for certain out-of-pocket expenses, including for their attendance at board or committee meetings. Please see “Management—Compensation of Directors.” Additionally, if we borrow any funds from our Advisor or its affiliates or if our Advisor or its affiliates defer any fees, we may pay them interest at a competitive rate. Any such transaction must be approved by a majority of our independent directors.

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Subject to limitations in our charter, such fees, compensation, income, expense reimbursements, interests, distributions and other payments payable to Hines and its affiliates may increase or decrease during this offering or future offerings from those described above if such revision is approved by a majority of our independent directors.

•


•	“Net Income” means, for any period, total revenues applicable to such period, less the total expenses applicable to such period other than additions to, or allowances for, non-cash charges such as depreciation, amortization, impairments and reserves for bad debt or other similar non-cash reserves.

For the four fiscal quarters ended September 30, 2015, our Total Operating Expenses exceeded the 2% and 25% limitation. Based upon a review of unusual and non-recurring factors, including but not limited to our being in the early stages of raising and deploying capital, the limited number of assets acquired to date and the timing of those acquisitions, a majority of our independent directors determined that the excess expenses were justified and thus reimbursable to our Advisor. For the four fiscal quarters ended September 30, 2016, our Total Operating Expenses did not exceed the 2% and 25% limitation.

Performance Participation Allocation Example

The following example illustrates how we would calculate the performance participation allocation at the end of a given year based on the assumptions set forth in rows A through E of the table below. All amounts are with respect to the units outstanding at the end of such year. Actual results may differ materially from the following example.

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	Dollars⁽¹⁾		Dollars Per Share⁽¹⁾
A. Beginning NAV	$	1,000,000,000	$	9.91
B. Loss Carryforward Amount	—		—
C. Net proceeds from new issuances	—		—
D. Distributions paid (in twelve equal monthly installments)	$	47,500,000	$	0.47
E. Change in NAV required to meet 5% annualized internal rate of return⁽¹⁾	$	1,400,000	$	0.01
F. Hurdle Amount⁽²⁾ (D plus E)	$	48,900,000	$	0.48
G. Actual change in NAV	$	10,000,000	$	0.10
H. Annual Total Return prior to performance participation allocation (D plus G)	$	57,500,000	$	0.56
I. Excess Profits (H minus the sum of B and F)	$	8,600,000	$	0.08
J. Performance participation allocation is equal to 12.5% of annual Total Return (H) because the annual Total Return exceeds the Hurdle Rate (F) plus loss carryforward amount (B) with enough Excess Profits (I) to achieve the full Catch-Up	$	7,187,500	$	0.07

______________


(1)	Dollar amounts are rounded to the nearest $100,000. Per share amounts are rounded to the nearest whole cent.

(2)

The Hurdle Amount for any period is that amount that results in a 5% annualized internal rate of return on the NAV of the units outstanding at the end of the period. An internal rate of return reflects the timing and amount of all distributions accrued or paid (without duplication) and any issuances of such units during the period. Internal rate of return is a metric used in business and asset management to measure the profitability of an investment, and is calculated according to a standard formula that determines the total return provided by cash flows and changes in values over time.

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The table below outlines fees and expense reimbursements incurred that were payable by us to Hines and its affiliates for the periods indicated below (in thousands):



	Incurred During the Three Months Ended March 31,		Incurred During the Years Ended December 31,				Unpaid as of
Type and Recipient	2018		2017		2016		March 31, 2018		December 31, 2017
Selling Commissions- Dealer Manager	$	—	$	4,021	$	5,339	$	—	$	—
Dealer Manager Fee- Dealer Manager	—		1,744		3,017		—		—
Distribution & Stockholder Servicing Fees- Dealer Manager	—		4,947		4,858		7,456		8,249
Organization and Offering Costs- the Advisor	503		4,753		3,107		6,231		5,728
Acquisition Fees- the Advisor⁽¹⁾	—		6,741		5,704		2		2
Asset Management Fees- the Advisor⁽²⁾	1,206		4,940		948		1,405		1,561
Other⁽³⁾- the Advisor	392		1,827		1,183		272		464
Performance Participation Allocation- the Advisor⁽⁴⁾	1,591		251		—		1,591		251
Interest Expense- Hines⁽⁵⁾	187		676		64		197		10
Property Management Fees- Hines	211		858		265		22		37
Construction Management Fees- Hines	112		236		—		6		19
Leasing Fees- Hines	84		263		—		91		17
Expense Reimbursement- Hines (with respect to management and operations of our properties)	478		1,599		675		130		304
Total	$	4,764	$	32,856	$	25,160	$	17,403	$	16,642

______________


(1)	As of the commencement of this offering, we no longer pay acquisition fees to the Advisor.


(2)	The Advisor did not waive any asset management fees payable to it during the three months ended March 31, 2018 and the year ended December 31, 2017 and waived $1.3 million in asset management fees payable to it during the year ended December 31, 2016.


(3)	Includes amounts our Advisor paid on our behalf such as general and administrative expenses and acquisition-related expenses. These amounts are generally reimbursed to our Advisor during the month following the period in which they are incurred.

(4)


(5)	Includes amounts paid related to the credit facility with Hines. See “Our Real Estate Investments—Our Permanent Debt” for a description of this credit facility.

In addition, we pay our independent directors certain fees and reimburse our independent directors for certain out-of-pocket expenses, including for their attendance at board or committee meetings. We also issue restricted shares of our common stock to our independent directors. Please see “Management—Compensation of Directors.” Additionally, we have borrowed funds from Hines, we may borrow funds from our Advisor or its affiliates, and our Advisor or its affiliates may defer fees, in which case we may pay them interest at a competitive rate. Any such transaction must be approved by a majority of our independent directors.

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OUR REAL ESTATE INVESTMENTS

As of July 1, 2018, we owned interests in seven real estate investments. The table below provides information regarding these investments.



Property	Location	Investment Type	Date Acquired/ Net Purchase Price (in millions)⁽¹⁾	Estimated Going-in Capitalization Rate⁽²⁾		Leasable Square Feet	Percent Leased⁽³⁾
Bishop’s Square	Dublin, Ireland	Office	3/2015; $103.2	6.1	%	153,387	89	%
Domain Apartments⁽⁴⁾	Las Vegas, Nevada	Residential/Living	1/2016; $58.1	5.5	%	331,038	94	%
Cottonwood Corporate Center	Salt Lake City, Utah	Office	7/2016; $139.2	6.9	%	490,030	96	%
Goodyear Crossing II	Phoenix, Arizona	Industrial	8/2016; $56.2	8.5	%	820,384	100	%
Rookwood	Cincinnati, Ohio	Retail	1/2017; $193.7	6.0	%	590,501	95	%
Montrose Student Residences⁽⁵⁾	Dublin, Ireland	Residential/Living	3/2017; $40.6	5.5	%	53,827	100	%
Queen's Court Student Residences⁽⁶⁾	Reading, United Kingdom	Residential/Living	10/2017; $65.3	6.2	%	79,115	100	%
Total for All Investments						2,518,282	97	%

______________


(1)	The net purchase price for Bishop’s Square, Montrose Student Residences and Queen’s Court Student Residences are denominated in foreign currencies, and amounts have been translated to U.S. dollars at a rate based on the exchange rate in effect on the acquisition date.

(2)

The estimated going-in capitalization rate is determined as of the date of acquisition by dividing the projected property revenues in excess of expenses for the first fiscal year by the net purchase price (excluding closing costs and taxes). Property revenues in excess of expenses includes all projected operating revenues (rental income, tenant reimbursements, parking and any other property-related income) less all projected operating expenses (property operating and maintenance expenses, property taxes, insurance and property management fees). The projected property revenues in excess of expenses includes assumptions which may not be indicative of the actual future performance of the property, including the assumption that the tenants will perform under their lease agreements during the 12 months following our acquisition of the properties.


(3)	Represents the amount of square feet leased as of March 31, 2018 for each property.


(4)	The Domain Apartments consist of 308 units with an average effective monthly rental rate of $1,191 per unit as of March 31, 2018.


(5)	The Montrose Student Residences consist of 210 beds with an average effective weekly rental rate of €275 (approximately $338 assuming a rate of $1.23 per EUR as of March 31, 2018) per bed.


(6)	The Queen’s Court Student Residences consist of 395 beds with an average effective weekly rental rate of £200 (approximately $278 assuming a rate of $1.39 per GBP as of March 31, 2018) per bed.

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Lease Expirations

The following table lists the scheduled lease expirations and related expiring base rents of our commercial properties for the period from April 1, 2018 through December 31, 2018 and for each of the years ending December 31, 2019 through December 31, 2027 and the period thereafter for the commercial properties we owned as of March 31, 2018. It does not include the effect of our residential/living or student housing properties. The table also shows the approximate leasable square feet represented by the applicable lease expirations.



Leasable Area
Year	Number of Leases	Approximate Square Feet	Percent of Total Leasable Area		Annual Base Rental Income of Expiring Leases		Percent of Total Annual Base Rental Income
Vacant	—	65,723	3.2	%	$	—	—	%
April 1, 2018 through December 31, 2018	13	107,106	5.2	%	$	3,420,548	8.8	%
2019	17	942,341	45.7	%	$	7,367,785	18.9	%
2020	21	181,546	8.8	%	$	4,556,780	11.7	%
2021	12	279,010	13.5	%	$	7,546,442	19.4	%
2022	12	74,710	3.6	%	$	2,490,733	6.4	%
2023	11	123,243	6.0	%	$	2,516,799	6.5	%
2024	6	86,248	4.2	%	$	2,712,905	7.0	%
2025	5	19,417	0.9	%	$	581,306	1.5	%
2026	3	13,903	0.7	%	$	457,679	1.2	%
2027	1	2,270	0.1	%	$	77,821	0.2	%
Thereafter	4	162,537	7.9	%	$	7,162,235	18.4	%

Investment Type

Our portfolio is comprised of investments in a variety of real estate asset classes, including retail, office, industrial and multi-family properties. The following chart depicts the percentage of our portfolio’s investment types based on the estimated value of each real estate investment as of June 30, 2018 (the “Estimated Values”), which are consistent with the values used to determine our NAV per share as of that date.

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Market Concentration

The following chart depicts the location of our real estate investments as of June 30, 2018. Approximately 62% of our portfolio is located throughout the United States and approximately 38% is located internationally (based on our pro rata share of the Estimated Values of each of the investments).

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Industry Concentration

The following table provides a summary of the industry concentration of the tenants in our five commercial properties based on their square footage as of March 31, 2018:


*	Other is made up of industries which are individually less than 3% or our portfolio and includes: Administrative and Support Services, Construction, Health Care, Oil and Gas, Other Professional Services, Other Services, and Wholesale Trade.

Significant Investments

Bishop’s Square

On March 3, 2015, we acquired, through a subsidiary of the Operating Partnership, Bishop’s Square, a Class A office building located in Dublin, Ireland. The seller, Violet Yarrow Real Estate (Dublin) Limited, is not affiliated with us or our affiliates. The building consists of 153,387 square feet of net rentable area that is 89.5% leased to four tenants. Two of these tenants individually lease more than 10% of the net rentable area of the complex, as described below:


•	The Commissioners of Public Works in Ireland, a state agency of Ireland, leases 90,017 square feet or approximately 66% of the building’s net rentable area, under a lease that expires in January 2028. The annual base rent under the lease is currently €3.8 million ($4.7 million assuming a rate of $1.23 per EUR as of March 31, 2018).


•	International Financial Data Services, an investor record keeping and transfer agency provider, leases 32,916 square feet or approximately 22% of the building’s net rentable area, under a lease that expires in June 2024. The annual base rent under the lease is approximately €1.0 million ($1.2 million assuming a rate of $1.23 per EUR as of March 31, 2018).

The net purchase price for Bishop’s Square was €92.0 million (approximately $103.2 million assuming a rate of $1.12 per EUR as of the acquisition date), exclusive of transaction costs, fees and working capital reserves. We funded the acquisition using proceeds from this offering, an advance under our credit facility with Hines, and a

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€55.2 million (approximately $62.1 million assuming a rate of $1.12 per EUR as of the transaction date) secured facility agreement (both of which are described below under “Our Permanent Debt”).

The estimated going-in capitalization rate for Bishop’s Square is approximately 6.1%. The estimated going-in capitalization rate is determined by dividing the projected property revenues in excess of expenses for the first fiscal year by the net purchase price (excluding closing costs and taxes). Property revenues in excess of expenses includes all projected operating revenues (rental income, tenant reimbursements, parking and any other property-related income) less all projected operating expenses (property operating and maintenance expenses, property taxes, insurance and property management fees). The projected property revenues in excess of expenses includes assumptions which may not be indicative of the actual future performance of the property, including the assumption that the current tenants will perform under their lease agreements during the next 12 months.

In connection with this acquisition, we paid our Advisor approximately $2.3 million in acquisition fees.

Subsequent to September 30, 2017, we commenced construction at Bishop’s Square to add an additional floor and make various upgrades to the property. We expect the total construction costs to approximate €14.8 million (approximately $18.2 million assuming a rate of $1.23 per EUR as of March 31, 2018) and expect the construction to be completed in the fourth quarter of 2018. Our management believes the property is suitable for its intended purpose and adequately covered by insurance. The cost of Bishop’s Square (excluding the cost attributable to land) will be depreciated for tax purposes over a 40-year period on a straight-line basis.

The following table shows the weighted average occupancy rate, expressed as a percentage of net rentable square feet, and the average effective annual net rent per leased square foot, for Bishop’s Square during the past five years ended December 31:



Year	Weighted Average Occupancy		Average Effective Annual Net Rent per Leased Sq. Ft.⁽¹⁾
Year	Weighted Average Occupancy		Euro		USD
2013	100	%	€	43.67	$	60.26
2014	100	%	€	36.64	$	44.70
2015	100	%	€	35.64	$	38.85
2016	100	%	€	37.42	$	39.29
2017	96	%	€	41.75	$	47.16

______________


(1)	Average effective annual net rent per leased square foot for each year is calculated by dividing such year’s accrual basis total rent revenue (excluding operating expense recoveries) by the weighted average square footage under lease during such year. All EUR amounts were translated to USD using the corresponding yearly average exchange rate.

The following table lists, on an aggregate basis, the approximate leasable square feet for all of the scheduled lease expirations for the period from April 1, 2018 through December 31, 2018 and for each of the years ending December 31, 2019 through December 31, 2027 and the period thereafter for Bishop’s Square:

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Period	Number of Leases	Approximate Square Feet	Percent of Total Leasable Area		Annual Base Rental Income of Expiring Leases ⁽¹⁾		% of Total Annual Base Rental Income
April 1, 2018 through December 31, 2018	—	—	—	%	$	—	—	%
2019	—	—	—	%	$	—	—	%
2020	—	—	—	%	$	—	—	%
2021	—	—	—	%	$	—	—	%
2022	1	12,395	9.0	%	$	726,251	10.9	%
2023	—	—	—	%	$	—	—	%
2024	1	32,916	24.0	%	$	1,234,801	18.5	%
2025	1	1,891	1.4	%	$	73,399	1.1	%
2026	—	—	—	%	$	—	—	%
2027	—	—	—	%	$	—	—	%
Thereafter	1	90,017	65.6	%	$	4,633,415	69.5	%

______________


(1)	Assuming an exchange rate of $1.23 per EUR based on the exchange rate in effect as of March 31, 2018.

Cottonwood Corporate Center

On July 5, 2016, we, through a wholly-owned subsidiary of our Operating Partnership, acquired Cottonwood Corporate Center. Cottonwood Corporate Center is a four-building, Class-A office project located in Cottonwood Heights, Utah, a submarket of Salt Lake City, Utah. The net purchase price for Cottonwood Corporate Center was $139.2 million, exclusive of transaction costs and working capital reserves. We funded the acquisition using proceeds from this offering, an advance under our credit facility with Hines, and a $78.0 million loan, which is described more fully in the “ —Our Permanent Debt” section below. Cottonwood Corporate Center consists of 490,030 square feet of net rentable area that is 96% leased to 29 tenants. Two of these tenants, Western Digital, formerly known as SanDisk, and Extra Space Storage, individually lease more than 10% of the rentable area of the project.

•

Western Digital, a designer, developer and manufacturer of data storage technology, leases 153,201 square feet or approximately 33% of the project’s net rentable area, under a lease that expires in September 2021. The annual base rent under the lease is currently $4.8 million. Additionally, the lease provides the tenant with one five-year renewal option at the then-current market rental rate. Lastly, the tenant has an ongoing right of first offer on an additional 63,453 square feet of space as it becomes available until March 2020, unless the tenant has exercised its renewal option, at which point the tenant can maintain its right of first offer on such available space until September 2024.

•

Extra Space Storage, a fully integrated, self-managed real estate investment trust focused on for rent self-storage facilities, leases 68,842 square feet or approximately 14% of the project’s net rentable area, under a lease that expires in January 2028. The annual base rent under the lease is currently $2.2 million. Additionally, the lease has a termination option which permits the tenant to terminate the lease if notice is given on or before April 30, 2023. Lastly, the lease provides the tenant with two five-year renewal options at 95% of the then- current market rental rate at the time of each renewal.

The estimated going-in capitalization rate for Cottonwood Corporate Center is approximately 6.9%. The estimated going-in capitalization rate is determined by dividing the projected property revenues in excess of expenses for the first fiscal year by the net purchase price (excluding closing costs and taxes). Property revenues in excess of expenses includes all projected operating revenues (rental income, tenant reimbursements, parking and any other property-related income) less all projected operating expenses (property operating and maintenance expenses, property taxes, insurance and property management fees). The projected property revenues in excess of expenses

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includes assumptions which may not be indicative of the actual future performance of the property, including the assumption that the current tenants will perform under their lease agreements during the next 12 months and assumptions related to leasing vacant space.

In connection with this acquisition, we paid our Advisor approximately $3.1 million in acquisition fees.

Our management currently has no plans for material renovations or other capital improvements at the property and believes the property is suitable for its intended purpose and adequately covered by insurance. The cost of Cottonwood Corporate Center (excluding the cost attributable to land) will be depreciated for tax purposes over a 40-year period on a straight-line basis.

The following table shows the weighted average occupancy rate, expressed as a percentage of net rentable square feet, and the average effective annual net rent per leased square foot, for Cottonwood Corporate Center during the past five years ended December 31:



Year	Weighted Average Occupancy	Average Effective Annual Net Rent per Leased Sq. Ft.⁽¹⁾
2013	94%	$18.94
2014	92%	$19.04
2015	92%	$21.80
2016	92%	$24.16
2017	93%	$31.71

______________


(1)	Average effective annual net rent per leased square foot for each year is calculated by dividing such year’s accrual basis total rent revenue (including operating expense recoveries) by the weighted average square footage under lease during such year.



Year	Number of Leases	Approximate Square Feet	Percent of Total Leasable Area		Annual Base Rental Income of Expiring Leases		% of Total Annual Base Rental Income
Vacant	—	18,875	3.9	%	$	—	—	%
April 1, 2018 through December 31, 2018	10	101,018	20.8	%	$	3,162,497	21.0	%
2019	1	1,637	0.3	%	$	81,476	0.5	%
2020	5	58,101	12.0	%	$	1,960,213	13.0	%
2021	4	178,831	36.9	%	$	5,693,531	37.9	%
2022	3	14,874	3.1	%	$	508,408	3.4	%
2023	3	8,353	1.7	%	$	273,504	1.8	%
2024	2	27,381	5.6	%	$	897,085	6.0	%
2025	1	4,519	0.9	%	$	131,955	0.9	%
2026	—	—	—	%	$	—	—	%
2027	1	2,270	0.5	%	$	77,821	0.5	%
Thereafter	1	68,842	14.2	%	$	2,245,140	14.9	%

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Rookwood

On January 6, 2017, we, through two wholly-owned subsidiaries of the Operating Partnership, acquired Rookwood Commons and Rookwood Pavilion, two contiguous shopping centers located in Cincinnati, Ohio, collectively referred to as “Rookwood.” The net purchase price for Rookwood was $193.7 million, exclusive of transaction costs and working capital reserves. We funded the acquisition using proceeds from this Offering, an advance under our credit facility with Hines, and the assumption of two existing secured mortgage facilities from a third party totaling $96.0 million, which is described more fully in the “—Our Permanent Debt” section below. Rookwood consists of 590,501 square feet that is, in the aggregate, 95% leased to 69 tenants. None of the tenants individually lease more than 10% of the rentable area of Rookwood.

The estimated going-in capitalization rate for Rookwood is approximately 6.0%. The estimated going-in capitalization rate is determined by dividing the projected property revenues in excess of expenses for the first fiscal year by the net purchase price (excluding closing costs and taxes). Property revenues in excess of expenses includes all projected operating revenues (rental income, tenant reimbursements, parking and any other property-related income) less all projected operating expenses (property operating and maintenance expenses, property taxes, insurance and property management fees). The projected property revenues in excess of expenses includes assumptions which may not be indicative of the actual future performance of the property, including the assumption that the current tenants will perform under their lease agreements during the next 12 months and assumptions related to leasing vacant space.

In connection with this acquisition, we have paid our Advisor approximately $4.4 million in acquisition fees.

Our management currently has no plans for material renovations or other capital improvements at Rookwood and believes the property is suitable for its intended purpose and adequately covered by insurance. The cost of Rookwood (excluding the cost attributable to land) will be depreciated for tax purposes over a 40-year period on a straight-line basis.

The following table shows the weighted average occupancy rate, expressed as a percentage of net rentable square feet, and the average effective annual net rent per leased square foot, for Rookwood during the past five years ended December 31:



Year	Weighted Average Occupancy	Average Effective Annual Net Rent per Leased Sq. Ft.⁽¹⁾
2013	98%	$19.42
2014	99%	$20.51
2015	99%	$20.88
2016	99%	$21.38
2017	97%	$21.01

______________


(1)	Average effective annual net rent per leased square foot for each year is calculated by dividing such year’s accrual basis total rent revenue (excluding operating expense recoveries) by the weighted average square footage under lease during such year.

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Year	Number of Leases	Approximate Square Feet	Percent of Total Leasable Area		Annual Base Rental Income of Expiring Leases		% of Total Annual Base Rental Income
Vacant	—	30,680	5.2	%	$	—	—	%
April 1, 2018 through December 31, 2018	3	6,088	1.0	%	$	218,416	1.8	%
2019	15	120,320	20.4	%	$	2,441,757	20.5	%
2020	16	123,445	20.9	%	$	2,596,566	21.8	%
2021	8	100,179	17.0	%	$	1,852,911	15.6	%
2022	8	47,441	8.0	%	$	1,256,074	10.6	%
2023	8	114,890	19.5	%	$	2,243,295	18.9	%
2024	3	25,951	4.4	%	$	581,019	4.9	%
2025	3	13,007	2.2	%	$	375,953	3.2	%
2026	2	8,500	1.4	%	$	322,527	2.7	%
2027	—	—	—	%	$	—	—	%
Thereafter	—	—	—	%	$	—	—	%

Our Permanent Debt

Permanent Debt Secured by Our Significant Properties

Bishop’s Square Facility

On March 3, 2015, we, through a wholly-owned subsidiary, entered into a secured facility agreement (the “Bishop’s Square Facility”) with DekaBank Deutsche Girozentrale (“DekaBank”) totaling €55.2 million (approximately $62.1 million assuming a rate of $1.12 per EUR as of the transaction date) to fund the acquisition of Bishop’s Square, including associated costs. DekaBank is not affiliated with us or our affiliates. The Bishop’s Square Facility is secured by a mortgage and related security interests in Bishop’s Square and is non-recourse with respect to us. The Bishop’s Square Facility also includes assignments of rent, leases and permits for the benefit of DekaBank.

The Bishop’s Square Facility requires quarterly interest payments beginning in July 2015 and repayment of principal upon the maturity of the Bishop’s Square Facility on March 2, 2022. The Bishop’s Square Facility has a floating interest rate of EURIBOR plus 1.30%. The Bishop’s Square Facility may be repaid in full prior to maturity, subject to a prepayment premium if it is repaid in the first three years. In accordance with the terms of the Bishop’s Square Facility, we entered into a €55.2 million (approximately $62.1 million assuming a rate of $1.12 per EUR as of the transaction date) three-year interest rate cap at 2% to limit exposure to interest rate fluctuations. On February 20, 2018, we extended the expiration date on this interest rate cap from April 25, 2018 to April 25, 2020.

The Bishop’s Square Facility contains customary events of default with corresponding grace periods, including, without limitation, payment defaults, cross-defaults to other agreements and bankruptcy-related defaults, customary financial covenants regarding the debt service coverage ratio, sale of assets, failure to maintain insurance on Bishop’s Square and the failure of certain representations and warranties in the Bishop’s Square Facility to be true and correct in all material respects, and customary covenants, including limitation on the incurrence of debt and granting liens. If an event of default has not been cured and is continuing, DekaBank may declare that the principal and any unpaid interest are immediately due and payable.

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Cottonwood Corporate Center Facility

On July 5, 2016, we, through a wholly-owned subsidiary of the Operating Partnership, entered into a loan agreement with Principal Life Insurance Company, which we refer to as Principal Life, for a principal sum of $78.0 million to fund the acquisition of Cottonwood Corporate Center. Principal Life is not affiliated with us or our affiliates. The loan is secured by a first priority lien on our interest in Cottonwood Corporate Center and assignments of all of its leases and rents and the personal property on the premises of Cottonwood Corporate Center.

The loan requires monthly payments of principal and interest. Principal and interest accrued on the loan are due and payable on the first day of each month commencing in September 2016. The loan has a fixed interest rate per annum equal to 2.98% and matures on August 1, 2023. The loan may be prepaid at any time on or after April 1, 2023, subject to certain conditions, including but not limited to providing 30 days’ advance written notice to Principal Life and, in the event of prepayment of the loan prior to April 1, 2023, the payment of a prepayment penalty.

The loan contains various customary events of default, with corresponding grace periods, including, without limitation, payment defaults and bankruptcy-related defaults. The loan also contains customary financial and other covenants, including, without limitation, covenants regarding the debt service coverage ratio, failure to maintain a property management agreement, limitations on the incurrence of debt and other customary covenants which are more fully described therein. Upon the occurrence of an event of default under the loan, Principal Life may declare all sums owed under the loan immediately due and payable. Our liability under the loan and the related loan documents is limited to our interest in Cottonwood Corporate Center, including its leases and rents and the personal property on its premises.

Rookwood Facility

On January 6, 2017, we, through two wholly-owned subsidiaries of our Operating Partnership, entered into two loan assumption and modification agreements, or the “loans,” with Nationwide Life Insurance Company, which we refer to as Nationwide and with CLP-SPF Rookwood Commons, LLC and CLP-SPF Rookwood Pavilion, LLC. Pursuant to the loans, we assumed two secured mortgage facilities with a combined original principal amount of $96.0 million. Nationwide is not affiliated with us or our affiliates. The loans are secured by first priority liens on our interest in Rookwood and assignments of all of its leases and rents and the personal property on the premises of Rookwood.

Interest accrued on the unpaid principal balance of the first secured mortgage facility is due and payable on the first day of each month commencing in February 2017. The first secured mortgage facility has a fixed interest rate of 2.87% and matures on July 1, 2020. The first secured mortgage facility may be prepaid in full, subject to certain conditions, including but not limited to providing 30 days’ advance written notice to Nationwide and the payment of a prepayment premium.

Additionally, interest accrued on the unpaid principal balance of the second secured mortgage facility is due and payable on the first day of each month commencing in February 2017. The second secured mortgage facility has a fixed interest rate of 3.13% and matures on July 1, 2020. The second secured mortgage facility may be prepaid in full, subject to certain conditions, including but not limited to providing 30 days’ advance written notice to Nationwide and the payment of a prepayment premium.

The loans contain various customary events of default, with corresponding grace periods, including, without limitation, payment defaults and bankruptcy-related defaults. In addition, the loans contain events of default in certain limited circumstances related to the termination of our Advisory Agreement. The loans also contain customary financial and other covenants, including, without limitation, covenants regarding the debt service coverage ratio, failure to maintain a property management agreement, limitations on the incurrence of debt and other customary covenants which are more fully described therein. Upon the occurrence of an event of default under the loans, Nationwide may declare all sums owed under the loans immediately due and payable. Our liability under the

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loans and the related loan documents is limited to our interest in Rookwood, including its leases and rents and the personal property on its premises.

Hines Credit Facility

On October 2, 2017, the Operating Partnership entered into an uncommitted loan agreement (the “Hines Credit Facility”) with Hines for a maximum principal amount of $240.0 million. On November 30, 2017, the Operating Partnership amended the Hines Credit Facility to reduce the maximum principal amount to $75.0 million. Interest on each advance under the Hines Credit Facility is charged monthly at a variable rate, which is (i) Hines’ then-current borrowing rate under its revolving credit facility or (ii) if the Operating Partnership enters into a revolving credit facility, the rate under such facility. Each advance under the Hines Credit Facility must be repaid within six months, subject to one six-month extension at the option of the Operating Partnership and subject to the satisfaction of certain conditions. The Hines Credit Facility will terminate on the earlier of (a) the termination of the availability period as determined by Hines at its discretion (which will not impact the maturity date of any outstanding or previously approved advance under the loan agreement); (b) December 31, 2018; and (c) the date Hines accelerates the repayment of the loan agreement pursuant to any event of default. As of July 1, 2018, we have no outstanding balance under the Hines Credit Facility.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number and percentage of our outstanding common shares that were owned as of July 1, 2018 by:


•	persons known to us to beneficially own more than 5% of our common shares;


•	each director and executive officer; and


•	all directors and executive officers as a group.



		Common Shares Beneficially Owned⁽²⁾
Name of Beneficial Owner⁽¹⁾	Position	Number of Common Shares		Percentage of Class
Jeffrey C. Hines	Chairman of the Board	225,008	⁽³⁾⁽⁴⁾	1.2	%
Charles M. Baughn	Director	13,911		*
Sherri W. Schugart	President and Chief Executive Officer	22,168		*
Ryan T. Sims	Chief Financial Officer and Secretary	2,219		*
David L. Steinbach	Chief Investment Officer	5,536		*
Kevin L. McMeans	Asset Management Officer	5,536		*
J. Shea Morgenroth	Chief Accounting Officer and Treasurer	4,442		*
John O. Niemann, Jr.	Independent Director	11,709		*
Humberto “Burt” Cabañas	Independent Director	11,683		*
Dougal A. Cameron	Independent Director	518		*
All directors and executive officers as a group		302,730		1.6	%

______________


*	Amount represents less than 1%. All shares described in the table are Class AX Shares.


(1)	The address of each person listed is c/o Hines Global Income Trust, Inc., 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6618.

(2)

For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person is deemed to have “beneficial ownership” of shares of our stock that the person has the right to acquire within 60 days. For purposes of computing the percentage of outstanding shares of our stock held by each person or group of persons named in the table, any shares that such person or persons have the right to acquire within 60 days of July 1, 2018 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other persons. All shares reported in the table are Class AX Shares.


(3)	Includes all common shares owned directly by Hines Global REIT II Investor Limited Partnership. Mr. Hines is deemed to be the beneficial owner of the shares owned by Hines Global REIT II Investor Limited Partnership.

(4)

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CONFLICTS OF INTEREST

We are subject to various conflicts of interest arising out of our relationship with Hines, our Advisor, our Dealer Manager and their respective officers, directors, employees and other affiliates, which we collectively refer to as Hines and its affiliates. Certain of these conflicts of interest and certain procedures and limitations which are meant to address these conflicts are described below. Three of our five directors are independent directors. Our independent directors comprise our conflicts committee and are required to act on our behalf in all situations in which a conflict of interest may arise and all of our directors have a fiduciary duty to act in the best interests of our stockholders. Please see “Management—Committees of the Board of Directors—Conflicts Committee.” However, we cannot assure you that our independent directors will be able to reduce the risks related to these conflicts of interest.

Competitive Activities of Hines and its Affiliates

Hines and its affiliates, including our officers and some of our directors, are not prohibited from engaging, directly or indirectly, in any other business or from owning interests in any other real estate joint ventures, funds or programs, which we collectively refer to as real estate investment vehicles, including businesses and joint ventures involved in the acquisition, origination, development, ownership, management, leasing or sale of properties and other real estate investments. Hines and its affiliates own interests in, and manage, many other real estate investment vehicles, both public and private, with varying investment objectives and strategies which may have investment objectives similar to ours, such as Hines Global REIT. Our Advisor does not advise or manage any other investment vehicles. See “—Allocation of Investment Opportunities” below for a discussion of the other investment vehicles that may compete with us for certain investment opportunities. Hines and its affiliates may organize and/or manage similar real estate investment vehicles in the future. Hines and its affiliates have certain fiduciary, legal and financial obligations to these real estate investment vehicles similar to their obligations to us. Additionally, these Hines affiliates (including our officers and some of our directors) may devote substantial amounts of time and resources to these other current or future real estate investment vehicles as well as to funds or programs that make investments other than investments in real estate, such as HMS. These Hines affiliates and individuals may therefore face conflicts of interest. Further, these Hines affiliates receive substantial compensation in connection with the services they provide to the other investment vehicles, programs and funds and that compensation may be greater than the compensation that they receive with respect to our activities, which also may create a conflict of interest. Please also see “Risk Factors—Risks Related to Potential Conflicts of Interests—Employees of our Advisor and Hines will face conflicts of interest relating to time management and allocation of resources and investment opportunities.”

Allocation of Investment Opportunities

We rely on Hines and its affiliates to identify suitable investment opportunities. Many of the other real estate investment vehicles, programs and funds sponsored or managed by Hines also rely on Hines and its affiliates. In addition, certain real estate investment vehicles currently managed by Hines have priority rights with respect to certain types of investment opportunities located in certain geographic areas, as further described below. Some of these investment opportunities may also be suitable for us, and therefore Hines’ ability to offer certain investments to us may be limited by these priority rights. We will only have the opportunity to make investments which are subject to these priority rights if the investment vehicles which have these rights determine not to exercise them. These investment vehicles with priority rights may determine not to exercise these rights based on numerous factors including the investment type, the investment vehicle’s available capital, targeted returns, diversification strategy, leverage, tax positions and other considerations.

Hines currently has thirteen other real estate investment vehicles that it sponsors, which are in the investment phase. Certain of these vehicles have priority rights over us with respect to investment opportunities involving development in specific geographic regions around the world. Although we may invest in development, value-add and opportunistic projects, we do not currently anticipate that a significant portion of the proceeds from this offering will be invested in those types of assets due to our desire for income-producing properties. Additionally, certain of Hines’ other investment vehicles have equal rights with us with respect to investment opportunities involving core office projects or core retail projects, subject to the allocation procedures described below. From time

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to time, Hines may also enter into new separate account relationships with third parties that may seek real estate deals pertaining to any asset class and in any region on a non-discretionary basis.

If an investment opportunity which our Advisor determines is suitable for us is also suitable for other investment vehicles sponsored by Hines or its affiliates and such an investment is not subject to priority rights (or the investment vehicles with priority rights have determined not to exercise them), the investment opportunity will be assigned to an investment vehicle by Hines. The factors to be considered in allocating the investment opportunities among the remaining investment vehicles that are interested in the investment include the following:


•	investment objectives and strategy;


•	available funds for investment;


•	anticipated cash flow of the investment and the targeted returns;


•	diversification strategy, including geographic area, type of property or investment, size of the investment, and tenants;


•	leverage requirements, limitations, and availability;


•	tax considerations;


•	expected holding period of the investment and the remaining term of the investment vehicle;


•	prior allocations to the investment vehicle as compared to the total availability of capital remaining in the investment vehicle;


•	the level of discretion granted to Hines within each investment vehicle; and


•	Hines’ fiduciary obligations.

If, after consideration of the relevant factors, Hines determines that an investment is equally suitable for more than one investment vehicle, Hines will assign the investment among such investment vehicles on a rotating basis. If, after an investment has been allocated, a subsequent development, such as delays in constructing or closing on the investment, makes it more appropriate for a different investment vehicle to purchase the investment, Hines may determine to reallocate the investment to such other investment vehicle. In certain situations, Hines may determine to allow more than one investment vehicle, including us, to co-invest in any particular investment.

While these are the current procedures for allocating Hines’ investment opportunities, Hines may sponsor additional investment vehicles in the future and, in connection with the creation of such investment vehicles, Hines may revise this allocation procedure including granting additional priority rights to other investment vehicles. The result of such a revision to the allocation procedure may, among other things, be to increase the number of parties who have the right to participate in or have priority rights to investment opportunities sourced by Hines, thereby reducing the number of investment opportunities available to us.

The decision of how any potential investment should be allocated among investment vehicles for which such investment may be suitable may, in many cases, be a matter of subjective judgment which will be made by Hines’ investment allocation committee. This committee currently consists of the following individuals: Jeffrey C. Hines, C. Hastings Johnson, Christopher D. Hughes, Charles M. Baughn, Colin P. Shepherd, Joshua A. Scoville, Thomas D. Owens, and David Steinbach. Certain types of investment opportunities may not enter the allocation process because of special or unique circumstances related to the asset or the seller of the asset that in the judgment of the investment allocation committee do not fall within the priority rights or investment objectives of any particular investment vehicle, including us. In these cases, the investment may be made by an investment vehicle sponsored by Hines or its affiliates without us having an opportunity to make such investment.

Our right to participate in the investment allocation process described in this section will terminate if we are no longer advised by an affiliate of Hines. Please see “Risk Factors—Risks Related to Potential Conflicts of

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Interest—We compete with affiliates of Hines for real estate investment opportunities and some of these affiliates have preferential rights to accept or reject certain investment opportunities in advance of our right to accept or reject such opportunities.”

Our independent directors are responsible for reviewing our Advisor’s performance and determining that the compensation to be paid to our Advisor is reasonable and, in doing so, our independent directors must consider, among other factors, the success of our Advisor in generating appropriate investment opportunities for us.

Allocation of Time and Resources of Our Advisor and Hines and Its Other Affiliates

We rely on our Advisor and Hines and its other affiliates for the day-to-day operation of our business. Our management, including our officers and certain directors, also serve in similar capacities for other Hines investment vehicles, programs and funds. Specifically, members of our management also conduct the operations of Hines REIT, Hines Global REIT, HMS and other Hines affiliates and therefore they will not devote their efforts full-time to our operations or the management of our real estate investments, but may devote a material amount of their time to the management of the business of other entities controlled or operated by Hines, but otherwise unaffiliated with us. For an overview of the positions held by these individuals at these Hines affiliates, please see “Management—Our Officers and Directors” and “Management—Our Dealer Manager.” Additionally, these Hines affiliates receive substantial compensation in connection with the services they provide to the other investment vehicles, programs and funds and that compensation may be greater than the compensation that they receive with respect to our activities. Further, in some cases, these other investment vehicles may have interests and own real estate investments that may conflict or compete with ours and thus certain of our directors and our officers and the employees of Hines and its affiliates may face conflicts of interest when dealing with such circumstances. Likewise, our management may face conflicts of interest when allocating time and resources between our operations and the operations of these other Hines entities. Please see “Risk Factors—Risks Related to Potential Conflicts of Interest—Certain of our officers and directors face conflicts of interest relating to the positions they hold with other entities.”

Competition for Tenants and Other Services

To the extent that we own properties in the same geographic area as other investment vehicles sponsored by Hines or its affiliates, Hines and its affiliates will face conflicts of interest in seeking tenants for our properties while seeking tenants for properties owned or managed by other Hines affiliates, including Hines Global REIT. Similar conflicts may exist with respect to the other services Hines and its affiliates provide us, including but not limited to obtaining financing for our real estate investments, obtaining other third party services, and pursuing a sale of our investments. Please see “Risk Factors—Risks Related to Potential Conflicts of Interest.”

Fees and Other Compensation Payable to Hines and its Affiliates

We will pay Hines and its affiliates substantial fees in relation to this offering and our operations, which could be increased or decreased during or after this offering. Please see “Management Compensation.” In addition, we may make investments in which Hines or its affiliates (including our officers and directors) directly or indirectly have an interest. Hines and its affiliates may also receive fees and other compensation as a result of transactions we enter into with Hines or its affiliates. In addition, our Dealer Manager will be paid ongoing distribution and stockholder servicing fees with respect to Class T Shares, Class S Shares, Class D Shares, Class TX Shares and Class IX Shares until the earlier to occur of certain events, including a listing of our common shares and our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets, which may incentivize our Advisor not to recommend a listing, sale, merger or other liquidity event until our Dealer Manager has been paid all distribution and stockholder servicing fees, because the completion of such transactions would cause the payment of such fees to our Dealer Manager to cease. In evaluating investments and other management strategies, the opportunity to earn fees such as the asset management fee and the performance participation allocation may lead our Advisor to place undue emphasis on criteria relating to its and its affiliates’ compensation at the expense of other criteria, such as preservation of capital, in order to achieve higher short-term compensation. Considerations relating to compensation from us to our Advisor and its affiliates could result in decisions that are not in your best interests, which could hurt our ability to pay you distributions or result in a decline in the value of your investment.

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Joint Venture Conflicts of Interest

We may make investments in properties and assets jointly with other investment vehicles sponsored by Hines or its affiliates, as well as third parties. We may acquire, develop or otherwise invest in properties and assets through corporations, limited liability companies, joint ventures or partnerships, co-tenancies or other co-ownership arrangements with Hines or its affiliates or third parties. Joint ownership of properties, under certain circumstances, may involve conflicts of interest. Examples of these conflicts include:


•	such partners or co-investors might have economic or other business interests or goals that are inconsistent with our business interests or goals, including goals relating to the financing, management, operation, leasing or sale of properties held in the joint venture or the timing of the termination and liquidation of the joint venture;


•	such partners or co-investors may be in a position to take action contrary to our instructions, requests, policies or objectives, including our policy with respect to maintaining our qualification as a REIT;

•

under joint venture or other co-investment arrangements, neither co-venturer may have the power to control the joint venture and, under certain circumstances, an impasse could result and this impasse could have an adverse impact on the joint venture, which could adversely impact the operations and profitability of the joint venture and/or the amount and timing of distributions we receive from such joint venture; and

•

under joint venture or other co-investment arrangements, each venture partner may have a buy/sell right and, as the result of the exercise of such a right by a co-venturer, we may be forced to sell our interest, or buy a co-venturer’s interest, at a time when it would not otherwise be in our best interest to do so. Please see “Risk Factors—Risks Related to Our Business in General—Actions of our joint venture partners, including other Hines investment vehicles and third parties, could negatively impact our performance.”

Affiliated Dealer Manager and Property Manager

Because our Dealer Manager is an affiliate of Hines, you will not have the benefit of an independent due diligence review and investigation of the type normally performed by an unaffiliated, independent underwriter in connection with an offering of securities. Please see “Risk Factors—Risks Related to Investing in this Offering—You will not have the benefit of an independent due diligence review in connection with this offering and, since there is no separate counsel for us and certain of our affiliates in connection with this offering, if a conflict of interest arises between us and Hines, we may incur additional fees and expenses.” In addition, our Dealer Manager also serves as the placement agent for other Hines sponsored investment vehicles and programs which include both public programs, such as HMS, and private investment funds.

Hines manages numerous properties owned by affiliated entities and third parties. We expect that Hines will manage many properties acquired by us.

No Arm’s-Length Agreements

All agreements, contracts or arrangements between or among Hines and its affiliates, including our Advisor and us, were not negotiated at arm’s-length. Such agreements, contracts or arrangements include our Advisory Agreement, our Dealer Manager Agreement, any property management and leasing agreements, our charter, and the Operating Partnership’s partnership agreement. The procedures with respect to conflicts of interest described herein were designed to lessen the effect of potential conflicts that arise from such relationships. However, we cannot assure you that these procedures will eliminate the conflicts of interest or reduce the risks related thereto. The conflicts committee of our board of directors must also approve all conflict-of-interest and related party transactions. Please see the “Investment Objectives and Policies with Respect to Certain Activities—Acquisition and Investment Policies—Affiliate Transaction Policy” section of this prospectus.

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Lack of Separate Representation

Hines Global, the Operating Partnership, our Dealer Manager, our Advisor, Hines and their affiliates may be represented by the same legal counsel and may retain the same accountants and other experts. In this regard, Greenberg Traurig, LLP represents Hines Global and is providing services to certain of its affiliates including the Operating Partnership, our Dealer Manager, our Advisor, Hines REIT and Hines Global REIT. Please see “Risk Factors—Risks Related to Investing in this Offering—You will not have the benefit of an independent due diligence review in connection with this offering and, since there is no separate counsel for us and certain of our affiliates in connection with this offering, if a conflict of interest arises between us and Hines, we may incur additional fees and expenses.” No counsel, underwriter, or other person has been retained to represent potential investors in connection with this offering.

Additional Conflicts of Interest

We, our Advisor and its affiliates will also potentially be in conflict of interest positions as to various other matters in our day-to-day operations, including matters related to the:


•	computation of compensation, expense reimbursements, interests, distributions, and other payments under the Operating Partnership’s partnership agreement, our charter, our Advisory Agreement, any property management and leasing agreements and our Dealer Manager Agreement;


•	enforcement or termination of the Operating Partnership’s partnership agreement, our charter, our Advisory Agreement, any property management and leasing agreements and our Dealer Manager Agreement;


•	order and priority in which we pay the obligations of the Operating Partnership, including amounts guaranteed by or due to our Advisor, Hines or its affiliates;


•	order and priority in which we pay amounts owed to third parties as opposed to amounts owed to our Advisor, Hines or its affiliates;


•	determination of whether to sell properties and acquire additional properties (as to acquisitions, our Advisor might receive additional fees and as to sales, our Advisor might lose fees such as asset management fees); and


•	extent to which we repay or refinance the indebtedness which is recourse to Hines, if any, prior to nonrecourse indebtedness and the terms of any such refinancing, if applicable.

Certain Conflict Resolution Procedures

In order to reduce the effect of certain potential conflicts of interest, our Advisory Agreement and our charter contain a number of restrictions relating to transactions we enter into with Hines, our Advisor, any of our directors and their respective affiliates. These restrictions include, among others, the following:

•

Except as otherwise described in this prospectus or permitted in our charter, we will not engage in transactions with Hines, our Advisor, any of our directors or their respective affiliates unless a majority of our directors, including a majority of our independent directors not otherwise interested in the transaction, approve such transactions as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.

•

We will not purchase a property from Hines, our Advisor, any of our directors or their respective affiliates without a determination by a majority of our directors, including a majority of our independent directors not otherwise interested in the transaction, that the transaction is fair and reasonable to us and at a price no greater than the cost of the property to Hines, our Advisor, any of our directors or their respective affiliates, unless there is substantial justification for any amount

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that exceeds such cost and such excess amount is determined to be reasonable. In all cases where assets are acquired from Hines, our Advisor, any of our directors or their respective affiliates, the fair market value of such assets will be determined by an independent expert selected by our independent directors. In no event will we acquire any property from Hines, our Advisor, any of our directors or their respective affiliates at a price that exceeds the appraised value of the property; provided that in the case of a development, redevelopment or refurbishment project that we agree to acquire prior to completion of the project, the appraised value will be based upon the completed value of the project as determined at the time the agreement to purchase the property is entered into. We will not sell or lease a property to Hines, our Advisor, any of our directors or their respective affiliates unless a majority of our directors, including a majority of the independent directors not otherwise interested in the transaction, determine the transaction is fair and reasonable to us. Even following these procedures, Hines and its affiliates (including our officers and directors) may make substantial profits in connection with the acquisition or sale of properties from other investment vehicles sponsored by Hines, our Advisor, any of our directors or their respective affiliates.


•	We will not enter into joint ventures with Hines, our Advisor, any of our directors or their respective affiliates, unless a majority of our independent directors approves such transaction as being fair and reasonable to us and determines that our investment is on terms substantially similar to the terms of third parties making comparable investments.

•

We will not make any loan to Hines, our Advisor, any of our directors or their respective affiliates except in the case of loans to our wholly owned subsidiaries and loans in which an independent expert has appraised the underlying asset. Any loans to us by Hines, our Advisor, any of our directors or their respective affiliates must be approved by a majority of our directors, including a majority of the independent directors not otherwise interested in the transaction, as fair, competitive and commercially reasonable, and on terms no less favorable to us than loans between unaffiliated parties under the same circumstances.

Despite these restrictions, conflicts of interest may be detrimental to your investment.

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INVESTMENT OBJECTIVES AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of our current objectives and policies with respect to investments, borrowings, affiliate transactions, equity capital and certain other activities. All of these objectives and policies have been established in our governance documents or by our management and may be amended or revised from time to time (and at any time) by our management or board of directors. We cannot assure you that our policies or investment objectives will be attained.

Decisions relating to investments we make will be made by our Advisor, subject to approval by our board of directors. Please see “Management—Our Officers and Directors,” “Management—Our Board of Directors” and “Management—Hines and Our Property Management, Leasing and Other Services—The Hines Organization—General” for a description of the background and experience of our directors and executive officers.

Primary Investment Objectives

Our primary investment objectives are to:


•	provide income in the form of regular, stable cash distributions to achieve an attractive dividend yield;


•	preserve and protect invested capital;


•	invest in a diversified portfolio of quality commercial real estate properties and other real estate investments across a range of asset types throughout the U.S. and internationally;


•	realize appreciation in NAV from proactive investment management and asset management;


•	provide an investment alternative for investors seeking to allocate a portion of their long-term investment portfolios to commercial real estate with generally lower volatility than publicly traded real estate companies; and


•	qualify for and remain qualified as a REIT for federal income tax purposes.

We cannot assure you that we will attain these objectives.

Acquisition and Investment Policies

We intend to invest primarily in a diversified portfolio of quality commercial real estate properties and other real estate investments throughout the United States and internationally. As of July 1, 2018, we owned interests in seven real estate investments that contain, in the aggregate, 2.5 million square feet of leasable space. We may purchase additional properties or make other real estate investments that relate to varying property types including office, retail, industrial, residential/living and hospitality or leisure. We may invest in operating properties, properties under development, and undeveloped properties such as land. To a lesser extent, we also plan to invest in real estate-related securities to provide a source of liquidity for our share redemption program, cash management and other purposes. Other real estate investments may include equity or debt interests including securities in other real estate entities and debt related to properties such as mortgages, mezzanine loans, B-notes, bridge loans, construction loans and securitized debt. We believe that there is an opportunity to create attractive total returns by employing a strategy of investing in a diversified portfolio of such investments which are well-selected, well-managed and disposed of at an optimal time. Our principal targeted assets are investments in properties, and other real estate investments that relate to properties, that have quality construction and desirable locations which can attract quality tenants. These types of investments are, or relate to, properties generally located in central business districts or suburban markets of major metropolitan cities worldwide. We intend to invest in a geographically diverse portfolio in order to reduce the risk of reliance on a particular market, a particular property and/or a particular tenant. We anticipate that international real estate investments may comprise a substantial portion of our portfolio.

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We intend to fund our future acquisitions and investments primarily with proceeds raised in this offering and potential follow-on offerings as well as with proceeds from debt financings.

We may invest in real estate properties and other real estate investments directly by owning 100% of such investments or indirectly by owning less than 100% of such investments through co-ownership or joint-venture arrangements with third parties or with other Hines-affiliated entities. We may also purchase or lease properties or purchase other real estate investments from or sell or lease properties or sell other real estate investments to, or invest in properties that have been developed, are being developed or are to be developed by, third parties, Hines or an affiliate of Hines. In addition, we may make loans to, or receive loans from, third parties, Hines or an affiliate of Hines. All such transactions or investments that involve Hines or any of its affiliates will be approved by a majority of our independent directors as described in “Conflicts of Interest—Certain Conflict Resolution Procedures” and generally may not be acquired by us for a value, at the time the transaction is entered into, in excess of the appraised fair market value of such investment, or sold by us unless the transaction is fair and reasonable or, in the case of a loan to us, unless it is fair, competitive and commercially reasonable. Subject to the limitations contained in our charter, Hines, and its affiliates (including our officers and directors) may make substantial profits in connection with any such transaction. Please see “Risk Factors—Risks Related to Potential Conflicts of Interest” and “Conflicts of Interest.”

We will seek to make investments that will satisfy one or more of the primary objectives of preserving and protecting invested capital, paying regular, stable cash distributions to our stockholders, investing in a diversified portfolio of quality commercial real estate investment properties and other real estate investments across a range of asset types throughout the U.S. and internationally, realizing appreciation in NAV from proactive investment management and asset management, and remain qualified as a REIT for federal income tax purposes. We intend to meet these objectives through the compilation of a diversified portfolio of investments. We intend to invest in a portfolio of real estate properties, real estate-related securities, and other real estate investments that relate to properties that are generally diversified by geographic area, lease expirations and tenant industries. We expect it will take several years for us to raise enough capital and make enough investments to achieve this diversification. Please see “Risk Factors—Risks Related to Investing in this Offering—This offering is a “best efforts” offering and if we are unable to raise substantial additional funds, we will be limited in the number and type of investments we may make which could negatively impact an investment in shares of our common stock.”

We are not limited as to the asset types or geographic areas in which we may invest and conduct our operations. We are not specifically limited in the number or size of investments we may make, or on the percentage of net proceeds of this offering that we may invest in a single property, real estate investment or loan. The number, size and mix of investments we make will depend upon real estate and market conditions and other circumstances existing at the time we are evaluating investment opportunities and the amount of proceeds we raise in this and any subsequent offerings. Please see “Investment Objectives and Policies with Respect to Certain Activities—Acquisition and Investment Policies—Investment Limitations” for certain limitations that pertain to our investments.

We believe that investments in real estate-related securities will help maintain sufficient liquidity to satisfy monthly redemption requests under our share redemption program and manage cash before investing subscription proceeds into properties while also seeking attractive investment returns. Our real estate-related securities strategy is designed to generate current income.

We also believe that our structure as a non-exchange traded REIT with no targeted liquidity window will allow us to acquire and manage our investment portfolio in a more active and flexible manner. We expect the structure to be beneficial to your investment, as we will not be limited by a pre-determined operational period and the need to provide a “liquidity event” at the end of that period. While we may consider a liquidity event at any time in the future, we currently do not have a fixed time frame in which we intend to undertake such consideration and we are not obligated be our charter or otherwise to effect a liquidity event at any time.

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Commercial Properties

General

We expect to buy commercial real estate with part of the proceeds of this offering that we believe will have some or all of the following attributes:

Preferred Location. We believe that location often has the single greatest impact on an asset’s long-term income-producing potential and value and that assets located in the preferred submarkets in metropolitan areas and situated at preferred locations within such submarkets have the potential to achieve attractive total returns.

Premium Buildings. We will seek to acquire assets that generally have design and physical attributes (e.g., quality construction and materials, systems, floorplates, etc.) that are more attractive to a user than those of inferior properties. Such assets generally attract and retain a greater number of desirable tenants in the marketplace.

Quality Tenancy. We will seek to acquire assets that typically attract tenants with better credit who require larger blocks of space because these larger tenants generally require longer term leases in order to accommodate their current and future space needs without undergoing disruptive and costly relocations. Such tenants may make significant tenant improvements to their spaces, and thus may be more likely to renew their leases prior to expiration.

We believe that following an acquisition, the additional component of proactive management and leasing is a critical element necessary to achieve attractive investment returns for investors. Actively anticipating and quickly responding to tenant needs are examples of areas where proactive property management may make the difference in a tenant’s occupancy experience, increasing its desire to remain a tenant and thereby providing a higher tenant retention rate, which may result in better financial performance of the property.

Each individual real estate property we acquire will generally have an optimal hold period which may be tied to the current and projected conditions of the overall capital markets, the geographic area, the property’s physical attributes or the leasing or tenancy of the property. Our Advisor intends to continually evaluate the hold period of each asset we acquire in an attempt to determine an ideal time to dispose of or sell the asset for the purpose of achieving attractive total returns to our stockholders.

However, our Advisor may not be able to locate properties with all, or a significant number, of these attributes and even if our Advisor is able to locate properties with these attributes, the properties may still perform poorly. Please see “Risk Factors—Risks Related to Investments in Real Estate” and “Risk Factors—Risks Related to Potential Conflicts of Interest.”

Although we are not limited as to the form our investments may take, our investments in real estate will generally take the form of holding fee title or long-term ground leases in the properties we acquire, owning interests in investment vehicles sponsored by Hines or acquiring interests in joint ventures or similar entities that own and operate real estate. We primarily expect to acquire such interests through the Operating Partnership, although we may make investments directly. Please see “The Operating Partnership.” The Operating Partnership may hold real estate indirectly by acquiring interests in properties through limited liability companies and limited partnerships, or through investments in joint ventures, partnerships, co-tenancies or other co-ownership arrangements with other owners of properties, affiliates of Hines or other persons. Please see “Risk Factors—Risks Related to our Business in General—Actions of our joint venture partners, including other Hines investment vehicles and third parties, could negatively impact our performance.” We may hold our investments in joint ventures or other entities in the form of equity securities, debt or general partner interests. Please see “Investment Objectives and Policies with Respect to Certain Activities—Acquisition and Investment Policies—Joint Venture Investments” below. If we invest in a partnership as a general partner, we may acquire non-managing general partner interests. Please see “Risk Factors—Risks Related to our Business in General—If we invest in a limited partnership as a general partner, we could be responsible for all liabilities of such partnership.”

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In seeking investment opportunities for us, our Advisor will consider relevant real estate and financial factors, including the location of the property, the leases and other agreements affecting the property, the creditworthiness of major tenants, its income-producing capacity, its prospects for appreciation and liquidity and tax considerations. In this regard, our Advisor will have substantial discretion with respect to the selection of specific investments, subject to board approval. In determining whether to purchase a particular property, we may obtain an option on such property. The amount paid for an option, if any, is normally surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased.

Our obligation to close the purchase of any investment will generally be conditioned upon the delivery and verification of certain documents from the seller or developer, including, where available and appropriate:


•	plans, specifications and surveys;


•	evidence of marketable title, subject to such liens and encumbrances as are acceptable to our Advisor, as well as title and other insurance policies; and


•	financial information relating to the property, including the recent operating histories of properties that have operating histories.

Additionally, we expect to obtain an environmental site assessment (which at a minimum includes a Phase 1 environmental assessment) on all properties in which we invest.

Specialized Real Estate Properties

As part of our investment strategy, we may invest in real estate assets within specific industries, including properties in the hospitality or leisure industry. Our investment strategies with respect to these types of real estate assets are described below.

Hospitality or Leisure Properties. We may acquire hospitality or leisure properties that meet our investment strategy. These investments may include full-service, select-service and extended-stay hospitality or leisure facilities, as well as all-inclusive resorts. Full-service hospitality or leisure facilities generally provide a full complement of guest amenities including restaurants, concierge and room service, porter service or valet parking. Select-service hospitality or leisure facilities typically do not include these amenities. Extended-stay hospitality or leisure facilities offer upscale, high-quality, residential style hospitality or leisure with a comprehensive package of guest services and amenities for extended-stay business and leisure travelers. We will have no limitation as to the brand of franchise or license with which our hospitality or leisure facilities will be associated. We may acquire existing hospitality or leisure properties or properties under construction and development.

Because the REIT rules prohibit us from operating hospitality or leisure facilities directly, we will lease any hospitality or leisure properties that we acquire to a wholly-owned, “taxable REIT subsidiary.” See “Material U.S. Federal Income Tax Considerations —Requirements for Qualification as a REIT” for a discussion of a “taxable REIT subsidiary.” Our taxable REIT subsidiary will engage a third party in the business of operating hospitality or leisure properties to manage the property. Any net profit from the leases held by our taxable REIT subsidiary, after payment of any applicable corporate tax, will be available for distribution to us.

Non-Income Producing Commercial Properties

Development and Construction of Properties. We may invest in properties on which improvements are to be constructed or completed. We may also originate or acquire loans secured by or related to such properties. We may invest in development properties directly or through joint ventures or other common ownership entities with third parties or Hines or an affiliate of Hines. Please see “Investment Objectives and Policies with Respect to Certain Activities—Acquisition and Investment Policies—Investment Limitations” and “—Joint Venture Investments” for certain limitations that pertain to our investments in unimproved property and our joint venture investments with Hines or an affiliate of Hines.

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A development project will typically include program planning, budgeting and consultant selection; architectural and engineering design preparation; design development; entitlement and permitting; construction documentation; contract bidding and buy-out; construction management; marketing and leasing; project completion; tenant relocation and occupancy; property management; and sale/realization of value. A typical development takes several years with the expectation of creating significant value (i.e., projected profit margin on cost) at the project level. Project timelines vary from market to market and by property type. Projects in emerging markets often require more time than those in developed markets.

Land and Land Development. We may acquire and develop, directly or through joint ventures or other common ownership entities with third parties or Hines or its affiliates, undeveloped real estate assets that we believe present opportunities to enhance value for our stockholders, although land development is not expected to comprise a significant component of Hines Global’s portfolio. Land development projects typically involve acquisition of unentitled or entitled land, procurement of entitlements and/or re-entitlements, development of infrastructure (e.g., roads, sidewalks, sewer and utility delivery systems) and subsequent sale of improved land to developers. For example, residential land development might involve infrastructure development and sale of finished lots to home builders for single family home construction. In some cases, we may also simply hold the undeveloped land for investment for a period of time and sell at an optimal time in order to produce attractive returns on our investment.

We may engage a third party or Hines or its affiliates to provide development-related services for all or some of the properties that we acquire for development. Please see “Management—Hines and Our Property Management, Leasing and Other Services.”

Investments in Real Estate-Related Securities and Debt Investments

We expect to invest in real estate-related securities and debt investments for purposes of generating additional diversification and income as well as to provide additional liquidity for our share redemption program, cash management and other purposes. Real estate-related securities may include, but are not limited to, common or preferred stocks of publicly-traded REITs or real estate companies, including real estate operating companies, or REOC, debt or bond securities of such companies, convertible preferred equity and perpetual preferred equity issued by such companies, CMBS, U.S. government and agency securities, or other debt and equity securities of public or private real estate-related companies. To the extent that we invest in real estate-related debt, our primary investments may include, but are not limited to, convertible debt, secured and unsecured debt, originations of and participations in commercial mortgage loans secured by real estate, B-Notes, mezzanine loans and certain other types of debt-related investments that may help us reach our diversification, liquidity and other investment objectives. We may use third parties and/or Hines and its affiliates to source, underwrite and service our real estate-related securities and debt investments.

Our charter requires that any investment in equity securities must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as being fair, competitive and commercially reasonable.

We will not make or invest in mortgage loans on any one property if the aggregate amount of all mortgage loans outstanding on the property, including our borrowings, would exceed an amount equal to 85% of the appraised value of the property, unless we find substantial justification due to the presence of other underwriting criteria. We may find such justification in connection with the purchase of mortgage loans in cases in which we believe there is a high probability of our foreclosure upon the property in order to acquire the underlying assets and in which the cost of the mortgage loan investment does not exceed the appraised value of the underlying property. Such mortgages may or may not be insured or guaranteed by the Federal Housing Administration, the Veterans Administration or another third party.

Described below are some, but not all, of the types of real estate-related securities and debt investments in which we may invest, acquire and/or originate other than traditional commercial first mortgage loans:

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REITs. REITs are investment vehicles that invest primarily in income-producing real estate or mortgages and other real estate-related loans or interests. Publicly-traded REITs are listed on a global stock exchange, such as the New York Stock Exchange, and invest directly in real estate, typically through either properties or mortgages.

REOCs: REOCs are real estate operating companies that invest in real estate and whose shares trade on a public stock exchange. A REOC is similar to a publicly-traded REIT, except a REOC does not receive advantaged tax treatment because REOCs may reinvest earnings rather than distribute dividends to unit holders. Additionally, REOCs are more flexible than REITs in terms of the types of real estate investments they can make.

Mortgage Loans Secured by Commercial Real Properties

We may invest in commercial mortgages and other commercial real estate interests consistent with the requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans, which may pay fixed or variable interest rates or have “participating” features. Our loans may include first mortgage loans, second mortgage loans and leasehold mortgage loans. Loans may or may not be insured or guaranteed by the U.S. government, its agencies or anyone else. They may be non-recourse, which means they will not be the borrower’s personal obligations.

Loans with “participating” features may allow us to participate in the economic benefits of any increase in the value of the property securing repayment of the loan as though we were an equity owner of a portion of the property. The forms and extent of any participations may vary depending on factors such as the equity investment, if any, of the borrower, credit support provided by the borrower, the interest rate on our loans and the anticipated and actual cash flow from the underlying real property.

B-Notes. B-Notes are junior participations in a first mortgage loan on a single property or group of related properties. The senior participation is known as an A-Note. Although a B-Note may be evidenced by its own promissory note, it shares a single borrower and mortgage with the A-Note and is secured by the same collateral. B-Note lenders have the same obligations, collateral and borrower as the A-Note lender, but in most instances B-Note lenders are contractually limited in rights and remedies in the event of a default. The B-Note is subordinate to the A-Note by virtue of a contractual or intercreditor arrangement between the A-Note lender and the B-Note lender. For the B-Note lender to actively pursue its available remedies (if any), it must, in most instances, purchase the A-Note or maintain its performing status in the event of a default on the B-Note. The B-Note lender may in some instances require a security interest in the stock or partnership interests of the borrower as part of the transaction. If the B-Note holder can obtain a security interest, it may be able to accelerate gaining control of the underlying property, subject to the rights of the A-Note holder. These debt instruments are senior to the mezzanine debt tranches described below, though they may be junior to another junior participation in the first mortgage loan. B-Notes may or may not be rated by a recognized rating agency.

B-Notes typically are secured by a single property or group of related properties, and the associated credit risk is concentrated in that single property or group of properties. B-Notes share certain credit characteristics with second mortgages in that both are subject to more credit risk with respect to the underlying mortgage collateral than the corresponding first mortgage or the A-Note. After the A-Note is satisfied, any remaining recoveries go next to the B-Note holder.

Mezzanine Loans. The mezzanine loans in which we may invest and/or originate will generally take the form of subordinated loans secured by a pledge of the ownership interests of an entity that directly or indirectly owns real property. We may hold senior or junior positions in mezzanine loans.

We may require other collateral to provide additional security for mezzanine loans, including letters of credit, personal guarantees or collateral unrelated to the property. We may structure our mezzanine loans so that we receive a stated fixed or variable interest rate on the loan as well as prepayment lockouts, penalties, minimum profit hurdles and other mechanisms to protect and enhance returns in the event of premature repayment.

These types of investments generally involve a lower degree of risk than the equity investment in the same entity that owns the real property because the mezzanine investment is generally secured by the ownership interests

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in the property-owning entity and, as a result, is senior to the equity. Upon a default by the borrower under the mezzanine loan, the mezzanine lender generally can take immediate control and ownership of the property-owning entity, subject to the senior mortgage on the property that stays in place in the event of a mezzanine default and change of control of the borrower.

These types of investments involve a higher degree of risk relative to the long-term senior mortgage secured by the underlying real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy the mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt.

Bridge Loans. We may offer bridge financing products to borrowers who are typically seeking short-term capital to be used in an acquisition, development or refinancing of a given property or for short term capital or liquidity needs. The terms of these loans generally do not exceed three years.

Commercial Mortgage-Backed Securities. Commercial mortgage-backed securities, or CMBS, are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. These securities are subject to all of the risks of the underlying mortgage loans.

CMBS are generally pass-through certificates that represent beneficial ownership interests in common law trusts whose assets consist of defined portfolios of one or more commercial mortgage loans. They are typically issued in multiple tranches whereby the more senior classes are entitled to priority distributions from the trust’s income. Losses and other shortfalls from expected amounts to be received on the mortgage pool are borne by the most subordinate classes, which receive payments only after the more senior classes have received all principal and/or interest to which they are entitled.

The credit quality of mortgage-backed securities depends on the credit quality of the underlying mortgage loans, which is a function of factors such as: the principal amount of the loans relative to the value of the related properties; the mortgage loan terms (e.g. amortization); market assessment and geographic area; construction quality of the property, the creditworthiness of the borrowers; and tenant quality, rents, lease expirations and other lease terms.

The securitization process involves one or more of the rating agencies, including Fitch, Moody’s and Standard & Poor’s, who determine the respective bond class sizes, generally based on a sequential payment structure. Bonds that are rated from AAA to BBB by the rating agencies are considered “investment grade.” Bond classes that are subordinate to the BBB class are considered “non-investment grade.” The respective bond class sizes are determined based on the review of the underlying collateral by the rating agencies. The payments received from the underlying loans are used to make the payments on the CMBS. Based on the sequential payment priority, the risk of nonpayment for the AAA CMBS is lower than the risk of nonpayment for the non-investment grade bonds. Accordingly, the AAA class is typically sold at a lower yield compared to the non-investment grade classes that are sold at higher yields. We may invest in investment grade and non-investment grade CMBS classes.

We will evaluate the risk of investment grade and non-investment grade CMBS based on the credit risk of the underlying collateral and the risk of the transactional structure. The credit risk of the underlying collateral is crucial in evaluating the expected performance of an investment. Key variables in this assessment include rent levels, vacancy rates, supply and demand forecasts, tenant credit and tenant incentives (build-out incentives or other rent concessions) related to the underlying properties. We will likely utilize third party data and service providers to review loan level performance such as delinquencies and threats to credit performance; periodic servicing reports of the master and special servicers; reports from rating agencies forecast expected cash flows; probability of default; and loss given a default.

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Convertible Mortgages. Convertible mortgages are similar to equity participations. We may invest in and/or originate convertible mortgages if we conclude that we may benefit from the cash flow or any appreciation in the value of the subject property.

Wraparound Mortgages. A wraparound mortgage loan is secured by a wraparound deed of trust on a real property that is already subject to prior mortgage indebtedness, in an amount which, when added to the existing indebtedness, does not generally exceed 75% of the appraised value of the mortgage property. A wraparound loan is one or more junior mortgage loans having a principal amount equal to the outstanding balance under the existing mortgage loan, plus the amount actually to be advanced under the wraparound mortgage loan. Under a wraparound loan, we would generally make principal and interest payments on behalf of the borrower to the holders of the prior mortgage loans.

Construction Loans. Construction loans are loans made for either original development or renovation of property. Construction loans in which we would generally consider an investment would be secured by first deeds of trust on real property and/or such other collateral which is customary for such type of property in such geographic area.

Loans on Leasehold Interests. Loans on leasehold interests are secured by an assignment of the borrower’s leasehold interest in the particular real property. The leasehold interest loans are either amortized over a period that is shorter than the lease term or have a maturity date prior to the date the lease terminates. These loans would generally permit us to cure any default under the lease.

Participations. Mortgage and mezzanine participation investments are investments in partial interests of mortgages and mezzanine loans of the type described above that are made and administered by third-party lenders.

In evaluating prospective investments in and originations of loans, our Advisor will consider factors such as the following: the ratio of the amount of the investment to the value of the underlying property and other collateral or security; the property’s potential for capital appreciation; expected levels of rental and occupancy rates; current and projected cash flow of the property; potential for rental increases; the degree of liquidity of the investment; the geographic area of the property; the condition and use of the property; the property’s income-producing capacity; the quality, experience and creditworthiness of the borrower and/or guarantor; and general economic conditions in the area where the property is located.

Our Advisor will evaluate all potential loan investments to determine if the security for the loan and the loan-to-value ratio meets our investment criteria. Most loans provide for monthly payments of interest and some may also provide for principal amortization.

Our mortgage loan investments may be subject to regulation by federal, state and local authorities and subject to laws and judicial and administrative decisions imposing various requirements and restrictions, including, among other things, regulating credit-granting activities, establishing maximum interest rates and finance charges, requiring disclosure to customers, governing secured transactions and setting collection, repossession and claims handling procedures and other trade practices. In addition, certain states have enacted legislation requiring the licensing of mortgage bankers or other lenders, and these requirements may affect our ability to effectuate our proposed investments in mortgage loans. Commencement of operations in these or other jurisdictions may not be permitted until the applicable regulatory authority concludes that we have complied in all material respects with applicable requirements.

We do not limit the amount of offering proceeds that we may apply to real estate-related securities or debt investments. Our charter also does not place any limit or restriction on:


•	the percentage of our assets that may be invested in any type of securities or debt investment or in any single investment; or


•	the types of properties underlying any security or debt investment in which we may invest.

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We also will be required to consider regulatory requirements and SEC staff interpretations that determine the treatment of such securities or other investments for purposes of exceptions to and exemptions or exclusions from registration as an investment company. This may require us to forgo investments that we, our Operating Partnership, or our subsidiaries might otherwise make in order to continue to assure that “investment securities” do not exceed the 40% limit required to avoid registration as an investment company or qualify for another exclusion from registration or that only appropriate assets are treated as qualifying real estate mortgage assets.

Investments in Real Estate-Related Entities

We may seek to invest in and/or acquire either publicly traded or privately held, real estate-related entities, that own commercial real estate assets. These entities may include REITs and other real estate-related entities, such as private real estate funds, real estate management companies, real estate development companies and debt funds. We may also invest in companies with substantial real estate portfolios for the purpose of obtaining ownership interests in the real estate. We do not have, and do not expect to adopt, any policies limiting our investment in and/or acquisitions of REITs or other real estate-related entities to those conducting a certain type of real estate business or owning a specific property type or real estate asset class. In most cases, we will evaluate the feasibility of investing in and/or acquiring these entities using the same criteria we will use in evaluating a particular property. As part of any entity acquisition or shortly thereafter, we may sell certain properties to affiliates of our Advisor or others that, in our view, would not fit within our investment strategy or intended portfolio composition. We may invest in these entities in the open market, in negotiated transactions or through tender offers. Any such investment and/or acquisition will be evaluated based on our objective of maintaining our qualification to be taxed as a REIT.

International Investments

According to Hines Research and based on information from Prudential and Oxford Economics, as of December 31, 2017, approximately 67% of the global real estate investible universe is located outside of the United States. Some of this real estate is located in developed markets such as England, Germany and France. These real estate markets are well-developed and have been integrated into the global capital markets for some time. Other real estate investments are located in maturing markets in countries that either have less advanced capital markets or are surrounded by emerging or higher risk markets. We believe examples of maturing markets include Russia and China. Finally, there are other potential real estate opportunities in emerging markets such as Brazil and Mexico. Although these markets may have a higher degree of market risk, they may also offer higher potential returns.

We believe that international properties may play an important role in well-diversified real estate portfolios and that a meaningful allocation to international properties that meet our investment policies and objectives could be an effective tool to compile a well-diversified portfolio with the potential for achieving attractive total returns upon the sale of our investments or the occurrence of a liquidity event. International investment diversification may involve diversity in regard to property types as well as geographic areas.

However, international investments involve unique risks. Please see “Risk Factors—Risks Related to International Investments.” In addition to risks associated with real estate investments generally, regardless of location, country-specific legal, sovereign and currency risks add an additional layer of factors that must be considered when investing in non-U.S. real estate. Because we may be exposed to the effects of currency changes, for example as a result of our international investments, we may enter into currency rate swaps and caps, or similar hedging or derivative transactions or arrangements, in order to manage or mitigate our currency risk. We will not enter into currency swaps or cap transactions, hedging arrangements or similar transactions for speculative purposes.

We believe that having access to Hines’ international organization, with offices in 18 foreign countries and employees living and working full time in these international markets, will be a valuable resource to us when considering international opportunities. As of December 31, 2017, Hines had offices in Australia, Brazil, Canada, China, England, France, Germany, Greece, India, Ireland, Italy, Luxembourg, Mexico, Norway, Panama, Poland, Russia, South Korea and Spain. Hines has acquired, developed, or redeveloped 307 projects outside of the United States since 1993 with an aggregate cost of approximately $35.1 billion. A majority of these projects are located in maturing or emerging markets. Our Advisor has access to Hines’ international organization, and we expect to consider interests in non-U.S. markets, including opportunities in maturing or emerging markets. However, we

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cannot assure investors that we will be able to successfully manage the various risks associated with, and unique to, investing in foreign markets.

Joint Venture Investments

We may enter into joint ventures with third parties and with Hines or its affiliates. We may also enter into joint ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with real estate developers, owners and other affiliated or non-affiliated parties for the purpose of owning and/or operating real properties or investing in other real estate investments. Our investment may be in the form of equity or debt. In determining whether to invest in a particular joint venture, our Advisor will evaluate the real estate investments that such joint venture owns or is being formed to own under the same criteria described elsewhere in this prospectus for the selection of our real estate investments.

We will enter into joint ventures with Hines or its affiliates for the acquisition or origination of real estate investments only if:


•	a majority of our directors, including a majority of our independent directors not otherwise interested in the transaction, approve the transaction as being fair and reasonable to us; and


•	the investment by us and other third-party investors making comparable investments in the joint venture are on substantially the same terms and conditions.

Management may determine that investing in joint ventures or other co-ownership arrangements with third parties or Hines affiliates will provide benefits to our investors because it will allow us to diversify our portfolio of real estate investments at a faster rate than we could obtain by investing directly, which may reduce risks to us. Likewise, such investments may provide us with access to real estate investments with benefits not available to us for direct investments, or are otherwise in the best interest of our stockholders.

Safeguards we will require related to our joint ventures will be determined on a case-by-case basis after our management and/or board of directors consider all facts they feel are relevant, such as the nature and attributes of our other potential joint venture partners, the proposed structure of the joint venture, the nature of the operations, liabilities and assets the joint venture may conduct and/or own, and the proportion of the size of our interest when compared to the interests owned by other parties. We expect to consider specific safeguards to address potential consequences relating to:


•	the management of the joint venture, such as obtaining certain approval rights in joint ventures we do not control or providing for procedures to address decisions in the event of an impasse if we share control of the joint venture;


•	our ability to exit a joint venture, such as requiring buy/sell rights, redemption rights or forced liquidation under certain circumstances; and


•	our ability to control transfers of interests held by other parties in the joint venture, such as requiring consent, right of first refusal or forced redemption rights in connection with transfers.

Borrowing Policies

We may incur indebtedness in the form of bank borrowings, purchase money obligations to the sellers of properties and publicly or privately placed debt instruments or financing from institutional investors or other lenders. Our indebtedness may be secured or unsecured. Security may be in the form of mortgages or other interests in our properties; equity interests in entities which own our properties or investments; cash or cash equivalents; securities; letters of credit; guarantees or a security interest in one or more of our other assets. We may use borrowing proceeds to finance acquisitions of new properties, make other real estate investments, make payments to our Advisor, pay for capital improvements, repairs or tenant buildouts, refinance existing indebtedness, pay distributions or provide working capital. The form of our indebtedness may be long-term or short-term debt or in the form of a revolving credit facility.

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Financing Strategy and Policies

We expect that once we have fully invested the proceeds of this offering and other potential subsequent offerings, our debt financing, including our pro rata share of the debt financing of entities in which we invest, will be in the range of approximately 40%—60% of the aggregate value of our real estate investments and other assets. Financing for acquisitions and investments may be obtained at the time an asset is acquired or an investment is made or at such later time as we determine to be appropriate. In addition, debt financing may be used from time to time for property improvements, lease inducements, tenant improvements, purchase of real estate-related securities and other working capital needs, including the payment of distributions. Our real estate-related securities portfolio may have embedded leverage, including through the use of reverse repurchase agreements and derivatives, including, but not limited to, total return swaps, securities lending arrangements and credit default swaps. Additionally, the amount of debt placed on an individual property or related to a particular investment, including our pro rata share of the amount of debt incurred by an individual entity in which we invest, may be less than 40% or more than 60% of the value of such property/investment or the value of the assets owned by such entity, depending on market conditions and other factors. Our aggregate borrowings, secured and unsecured, must be reasonable in relation to our net assets and must be reviewed by our board of directors at least quarterly. Our charter limits our borrowing to 300% of our net assets (which approximates 75% of the cost of our assets) unless any excess borrowing is approved by a majority of our independent directors and is disclosed to our stockholders in our next quarterly report along with justification for the excess. As described below, our independent directors have approved borrowings in excess of these limitations in connection with our first two investments, as we are in the early stages of raising capital through this offering.

In November 2014, our board of directors, including all of our independent directors, approved a $75.0 million unsecured credit facility (the “Initial Hines Credit Facility”) between us and Hines to be used to fund acquisitions and other working capital needs. In January 2015, our board of directors, including all of our independent directors, approved $45.2 million of borrowings under the Initial Hines Credit Facility and a €55.2 million secured credit facility ($62.1 million using $1.12 per Euro as of the transaction date) for the purchase of Bishop’s Square in March 2015. In total, these borrowings represented approximately 104% of the cost of Bishop’s Square based on the contract purchase price. The $45.2 million of borrowings under the Initial Hines Credit Facility was repaid in full by the end of August 2015. As of March 31, 2018, our portfolio was approximately 50% leveraged based on the most recent appraised values of our real estate investments.

Our existing indebtedness and any additional indebtedness we do incur will likely be subject to continuing covenants, and we will likely be required to make continuing representations and warranties about the company in connection with such debt. Moreover, some or all of our debt may be secured by some or all of our assets. If we default on the payment of interest or principal on any such debt, breach any representation or warranty in connection with any borrowing or violate any covenant in any loan document, our lender may accelerate the maturity of such debt, requiring us to immediately repay all outstanding principal.

Notwithstanding the above, depending on market conditions and other factors, we may choose not to place debt on our portfolio or our assets and may choose not to borrow to finance our operations or to acquire properties.

Our financing strategy and policies do not eliminate or reduce the risks inherent in using leverage to purchase properties. Please see “Risk Factors—Risks Related to Investments in Real Estate—Our use of borrowings to partially fund acquisitions and improvements on properties could result in foreclosures and unexpected debt service expenses upon refinancing, both of which could have an adverse impact on our operations and cash flow.”

By operating on a leveraged basis, we will have more funds available for investment in properties. We believe the prudent use of favorably-priced debt may allow us to make more investments than would otherwise be possible, resulting in a more diversified portfolio. To the extent that we do not obtain mortgage loans on our properties or other debt financing, our ability to acquire additional properties may be restricted.

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We will refinance properties during the term of a loan in circumstances that may be beneficial to us, such as when a decline in interest rates makes it beneficial to prepay an existing mortgage, or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment. The benefits of the refinancing may include increased cash flow resulting from reduced debt service requirements, increased distributions resulting from proceeds of the refinancing, if any, and increased property ownership if some refinancing proceeds are reinvested in real estate.

Because we may be exposed to the effects of interest rate changes, for example as a result of variable interest rate debt we may have, we may enter into interest rate swaps and caps, or similar hedging or derivative transactions or arrangements, in order to manage or mitigate our interest rate risk on variable rate debt. We will not enter into interest rate swaps or cap transactions, hedging arrangements or similar transactions for speculative purposes.

As was the case with the Hines Credit Facility, we may borrow amounts from Hines or its affiliates only if such loan is approved by a majority of our directors, including a majority of our independent directors not otherwise interested in the transaction, as fair, competitive, commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties under the circumstances.

Except as set forth in our charter regarding debt limits, we may reevaluate and change our financing policies in the future without a stockholder vote. Factors that we would consider when reevaluating or changing our financing policies include then-current economic conditions, the relative cost of debt and equity capital, investment opportunities, the ability of our investments to generate sufficient cash flow to cover debt service requirements and other similar factors. Further, we may increase or decrease our expected ratio of debt to aggregate value in connection with any change of our financing policies.

Issuing Securities for Property

Subject to limitations contained in our charter, we may issue, or cause to be issued, shares in Hines Global or OP Units in any manner (and on such terms and for such consideration) in exchange for real estate, interests in real estate or other real estate-related investments. Existing stockholders have no preemptive rights to purchase such shares in any offering, and any such issuance of our shares or units might result in dilution of a stockholder’s investment. Any such transaction must be approved by a majority of our directors, including a majority of our independent directors.

Disposition Policies

We intend to hold our properties for an extended period to enable us to capitalize on the potential for increased cash flow and capital appreciation. The period that we will hold our investments in other real estate-related investments will vary depending on the type of investment, market conditions, and other factors. We may hold some of our investments in mortgage and other loans for shorter periods of time depending on the specific circumstances of such loans. Our Advisor will develop a well-defined exit strategy for each investment we make. Our Advisor generally assigns an optimal hold period for each investment we make as part of the underwriting and business plan for the investment. Our Advisor will continually perform a hold-sell analysis on each investment in order to determine the optimal time to sell and generate attractive total returns. Periodic reviews of each investment will focus on the remaining available value enhancement opportunities and the demand for the investment in the marketplace. Economic and market conditions may influence us to hold our investments for different periods of time. We may sell an asset before the end of the expected holding period if we believe that market conditions and asset positioning have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders.

We may sell assets to third parties or to affiliates of Hines. All transactions with affiliates of Hines must be approved by a majority of our independent directors. Please see “Conflicts of Interest—Certain Conflict Resolution Procedures.” Additionally, ventures in which we may have an interest may be forced to sell assets to satisfy mandatory redemptions of other investors or buy/sell mechanisms.

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Investment Limitations

Our charter provides that the following investment limitations shall apply and we may not:


•	invest in equity securities, unless a majority of our directors, including a majority of our independent directors, approve such investment as being fair, competitive and commercially reasonable;


•	invest in commodities or commodity futures contracts, except for futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in real estate assets and mortgages;


•	invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in recordable form and is appropriately recorded in the chain of title;

•

make or invest in mortgage loans (excluding any investment in mortgage programs or CMBS) unless an appraisal is obtained concerning the underlying asset, except for those mortgage loans insured or guaranteed by a government or government agency. In cases where a majority of our independent directors determines, and in all cases in which the transaction is with any of our directors or Hines and its affiliates, we will obtain an appraisal from an independent appraiser. Such an appraisal shall be maintained in our records for at least five years and shall be available for inspection and duplication by any stockholder. In addition to such an appraisal, a mortgagee’s or owner’s title insurance policy or commitment as to the priority of the mortgage or the condition of the title will be obtained in each case;

•

make or invest in mortgage loans (excluding any investment in mortgage programs or CMBS) including construction loans, on any one property if the aggregate amount of all mortgage loans on such property would exceed an amount equal to 85% of the appraised value of such property, as determined by an appraisal, unless substantial justification exists for exceeding such limit because of the presence of other loan underwriting criteria;


•	make or invest in any indebtedness secured by a mortgage on real property that is subordinate to any mortgage or equity interest of our Advisor, any of our directors, Hines or any of our affiliates;

•

invest in junior debt secured by a mortgage on real property which is subordinate to the lien or other senior debt except where the amount of such junior debt plus any senior debt does not exceed 90% of the appraised value of such property, if after giving effect thereto, the value of all such mortgage loans would not then exceed 25% of our net assets, which means our total assets less our total liabilities;


•	make investments in unimproved property or indebtedness secured by a deed of trust or mortgage loans on unimproved property in excess of 10% of our total assets;


•	issue equity securities on a deferred payment basis or other similar arrangement;


•	issue debt securities in the absence of adequate cash flow to cover debt service;


•	issue equity securities that are assessable or have voting rights that do not comply with our charter;


•	issue “redeemable securities,” as defined in Section 2(a)(32) of the Investment Company Act;

•

when applicable, grant warrants or options to purchase shares to Hines or its affiliates or to officers or directors affiliated with Hines except on the same terms as the options or warrants that are sold to the general public. Further, the amount of the options or warrants issued to such persons cannot exceed an amount equal to 10% of outstanding shares on the date of grant of the warrants and options;

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•	engage in securities trading, or engage in the business of underwriting or the agency distribution of securities issued by other persons;


•	lend money to Hines or its affiliates, except for certain loans permitted thereunder; and


•	acquire interests or securities in any entity holding investments or engaging in the above prohibited activities except for investments in which we own a noncontrolling interest or investments in any entity having securities listed on a national securities exchange.

In addition, we do not intend to:


•	underwrite securities of other issuers; or


•	actively trade in loans or other investments.

Subject to the restrictions we must follow in order to qualify to be taxed as a REIT, we may make investments other than as previously described, although we do not currently intend to do so.

Affiliate Transaction Policy

Our board of directors has established a conflicts committee, which will review and approve all matters the board believes may involve a conflict of interest. This committee is composed solely of independent directors. Please see “Management—Committees of the Board of Directors—Conflicts Committee.” The conflicts committee of our board of directors will approve all transactions between us and Hines and its affiliates. Please see “Conflicts of Interest—Certain Conflict Resolution Procedures.”

Certain Other Policies—Investment Company Act of 1940

We intend to conduct our operations so that neither Hines Global, nor the Operating Partnership, nor any subsidiary will be required to register as an investment company under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. Excluded from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

Hines Global is organized as a holding company that conducts its businesses primarily through the Operating Partnership and our direct and indirect majority-owned subsidiaries; however, Hines Global may also make investments directly. We expect the focus of our business, conducted primarily through the Operating Partnership and its majority-owned subsidiaries, will involve the non-investment company business of making investments in real estate, buildings, and other assets that can be referred to as “sticks and bricks.” Neither Hines Global nor the Operating Partnership expects to meet the definition of “investment company” under Section 3(a)(1)(A), since neither intends to hold itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Both Hines Global and the Operating Partnership intend to conduct their operations so that they comply with the limits imposed by the 40% test such that neither meets the definition of “investment company” under Section 3(a)(1)(C). The securities issued to the Operating Partnership by any majority-owned subsidiaries that we may form in the future that are excluded from the definition of “investment company” based on Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment securities the Operating Partnership may itself own, may not have a value in excess of 40% of the value of the Operating Partnership’s total assets on an unconsolidated basis. We will monitor our holdings to ensure continuing and ongoing compliance with this test.

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The determination of whether an entity is a majority-owned subsidiary of its immediate parent company is made by us. The Investment Company Act defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities of which are owned by such person. The Investment Company Act further defines voting securities as any security presently entitling the owner or holder thereof to vote for the election of directors of a company. We treat companies in which we own at least 50% of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40% test. We have not requested the SEC or its staff to approve our treatment of any company as a majority-owned subsidiary and the SEC and its staff have not done so. If the SEC or its staff were to disagree with our treatment of one or more companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets in order to comply with (and hold investment securities below the limit imposed by) the 40% test. Any such adjustment in our strategy could have a material adverse effect on us.

We may in the future organize special purpose subsidiaries of the Operating Partnership that will rely on Section 3(c)(7) for their Investment Company Act exclusion and, therefore, the Operating Partnership’s interest in each of these subsidiaries would constitute an investment security for purposes of determining whether the Operating Partnership complies with the 40% test. However, we expect that most of our majority-owned subsidiaries will not meet the definition of investment company or, if they meet that definition, they will not rely on the exclusions under either Section 3(c)(1) or 3(c)(7) of the Investment Company Act. Consequently, we expect that our interests in these subsidiaries (which we expect will constitute a substantial majority of our assets) will not constitute “investment securities.” Consequently, we expect to be able to conduct our operations so that we are not required to register as an investment company under the Investment Company Act.

One or more of our current or to-be-formed subsidiaries may seek to qualify for an exclusion from registration as an investment company under the Investment Company Act pursuant to Section 3(c)(5)(C) of the Investment Company Act, which is available for entities “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion, as interpreted by the staff of the SEC, generally requires that at least 55% of an entity’s portfolio be comprised of qualifying interests and the remaining 45% of the entity’s portfolio be comprised primarily of real estate-type interests (as such terms have been interpreted by the staff of the SEC). SEC staff no-action letters have indicated that the foregoing real estate-type interests test will be met if at least 25% of such entity’s assets are invested in real estate-type interests, which threshold is subject to reduction to the extent that the entity invested more than 55% of its total assets in qualifying interests, and no more than 20% of such entity’s total assets are invested in miscellaneous investments. Qualifying interests for this purpose include actual interests in real estate, certain mortgage loans and other assets as interpreted in a manner consistent with SEC staff guidance. We intend to treat the following as real estate-type interests: non-Agency RMBS; CMBS, debt and equity securities of companies primarily engaged in real estate businesses; agency partial pool certificates and securities issued by pass-through entities of which substantially all of the assets consist of qualifying interests; and/or real estate-related assets. Although we intend to monitor our portfolio periodically and prior to each investment acquisition, there can be no assurance that we will be able to maintain this exclusion from registration for each of our subsidiaries.

Qualification for exclusion from registration under the Investment Company Act could limit our ability to make certain investments. For example, these restrictions will limit the ability of a subsidiary seeking to rely on the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act to invest directly in mortgage-backed securities that represent less than the entire ownership in a pool of mortgage loans, debt and equity tranches of securitizations and certain ABS and real estate companies, in securities that the staff of the SEC has deemed not to be qualifying interests or in assets not related to real estate.

However, there can be no assurance that the laws and regulations governing the Investment Company Act status of REITs (and/or their subsidiaries), including actions by the SEC or the SEC staff providing more specific or

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different guidance regarding these exclusions, will not change in a manner that adversely affects our operations. For example, on August 31, 2011, the SEC issued a concept release requesting comments regarding a number of matters relating to the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act, including the nature of assets that qualify for purposes of the exclusion and whether mortgage REITs should be regulated in a manner similar to investment companies. To the extent that the SEC staff provides more specific guidance regarding any of the matters bearing upon such exclusions, or other exclusions from the definition of Investment Company Act upon which we may rely, we may be required to change the way we conduct our business or adjust our strategy or the activities of our subsidiaries accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

If we meet the definition of an investment company under the Investment Company Act and we fail to qualify for an exclusion therefrom, our ability to use leverage and other business strategies would be substantially reduced, and our business will be materially and adversely affected if we fail to qualify for an exclusion from regulation under the Investment Company Act. If we did become an investment company, we might be required to revise some of our current policies to comply with the Investment Company Act. This would require us to incur the expense and delay of holding a stockholder meeting to vote on proposals for such changes. Please see “Risk Factors—Risks Related to Organizational Structure—We are not registered as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act, and therefore we will not be subject to the requirements imposed on an investment company by the Investment Company Act which may limit or otherwise affect our investment choices.” Please also see “Risk Factors—Risks Related to Organizational Structure—If Hines Global or the Operating Partnership is required to register as an investment company under the Investment Company Act, the additional expenses and operational limitations associated with such registration may reduce your investment return or impair our ability to conduct our business as planned.”

Change in Investment Objectives, Policies and Limitations

Our charter requires our independent directors to review our investment policies at least annually to determine that the policies we are following are in the best interests of our stockholders. Each determination and the basis therefor is required to be set forth in the applicable meeting minutes. The methods of implementing our investment policies also may vary as new investment techniques are developed. The methods of implementing our investment objectives and policies, except as otherwise provided in our organizational documents, may be altered by a majority of our directors, including a majority of our independent directors, without the approval of our stockholders. However, the investment limitations in our charter can only be amended with the approval of our shareholders. Please see “Description of Capital Stock—Meetings and Special Voting Requirements.”

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SELECTED FINANCIAL DATA

The following selected consolidated financial data is qualified by reference to and should be read in conjunction with our Consolidated Financial Statements and Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Quarterly Report on Form 10-Q for the three months ended March 31, 2018 and our Audited Consolidated Financial Statements and the Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, both incorporated by reference into this prospectus.

Because we are currently in the acquisition phase of our life cycle, changes in our results of operations are primarily due to the acquisition of properties.

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	Three Months Ended March 31,							Year ended December 31,
	2018			2017				2017				2016				2015				2014				2013 ⁽¹⁾
	(in thousands, except per share amounts)
Operating Data:
Revenues	$	16,731		$	13,786			$	59,724			$	24,349			$	9,410			$	94			$	—
Depreciation and amortization	$	7,341		$	7,294			$	29,687			$	15,372			$	4,207			$	49			$	—
Asset management and acquisition fees	$	1,206		$	6,435			$	11,681			$	6,645			$	2,640			$	570			$	—
General and administrative expenses	$	852		$	762			$	2,803			$	2,044			$	1,546			$	556			$	—
Net income (loss)	$	11,376		$	(9,246	)		$	(17,186	)		$	(11,341	)		$	(5,638	)		$	(1,328	)		$	—
Net income (loss) attributable to common stockholders	$	11,373		$	(9,249	)		$	(17,198	)		$	(11,353	)		$	(5,650	)		$	(1,141	)		$	—
Basic and diluted income (loss) per common share	$	0.29		$	(0.32	)		$	(0.48	)		$	(0.62	)		$	(1.06	)		$	(14.63	)		$	—
Cash distributions declared per Class AX Share	$	0.15		$	0.14			$	0.60			$	0.58			$	0.57			$	0.15			$	—
Cash distributions declared per Class TX Share	$	0.13		$	0.12			$	0.50			$	0.49			$	0.17			$	—			$	—
Cash distributions declared per Class IX Share	$	0.15		$	—			$	0.39			$	—			$	—			$	—			$	—
Weighted average common shares outstanding - basic and diluted	39,398			29,360				35,808				18,191				5,308				78				1

Balance Sheet Data:
Total investment property	$	558,405		$	498,977			$	572,833			$	283,875			$	72,426			$	21,355			$	—
Cash and cash equivalents	$	70,083		$	6,917			$	18,170			$	98,137			$	17,224			$	2,727			$	200
Total assets	$	735,669		$	623,933			$	709,017			$	470,345			$	149,054			$	28,551			$	200
Long-term obligations	$	383,228	(2)	$	323,872		(3)	$	379,629		(2)	$	258,451		(3)	$	59,700		(3)	$	24,200		(3)	$	—

______________


(1)	For the period from July 31, 2013 (date of inception) through December 31, 2013 for operating data and as of December 31, 2013 for balance sheet data. We did not have any results of operations for the period ended July 31, 2013 (date of inception) through December 31, 2013.


(2)	Includes notes payable, organization and offering costs reimbursable to our Advisor, and the distribution and stockholder servicing fees payable to our Dealer Manager with respect to certain share classes.


(3)	Includes notes payable, inclusive of the related party obligation for repayment of the Hines Credit Facility, and the distribution and stockholder servicing fees payable to our Dealer Manager with respect to certain share classes.

Funds from Operations and Modified Funds from Operations

Funds from Operations (“FFO”) is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and is widely recognized by investors and analysts as one measure of operating performance of a real estate company. FFO excludes items such as real estate depreciation and

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amortization. Depreciation and amortization, as applied in accordance with GAAP, implicitly assumes that the value of real estate assets diminishes predictably over time and also assumes that such assets are adequately maintained and renovated as required in order to maintain their value. Since real estate values have historically risen or fallen with market conditions such as occupancy rates, rental rates, inflation, interest rates, the business cycle, unemployment and consumer spending, it is management’s view, and we believe the view of many industry investors and analysts, that the presentation of operating results for real estate companies using historical cost accounting alone is insufficient. In addition, FFO excludes gains and losses from the sale of real estate and impairment charges related to depreciable real estate assets and in-substance real estate equity investments, which we believe provides management and investors with a helpful additional measure of the historical performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact on operations from trends in items such as occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs. A property will be evaluated for impairment if events or circumstances indicate that the carrying amount may not be recoverable (i.e. the carrying amount exceeds the total estimated undiscounted future cash flows from the property). Undiscounted future cash flows are based on anticipated operating performance, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows. While impairment charges are excluded from the calculation of FFO as described above, stockholders are cautioned that we may not recover any impairment charges.

In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this guidance on January 1, 2018 and we expect that most of our real estate transactions completed after that date will be accounted for using the asset acquisition guidance and, accordingly, the related acquisition-related expenses will be treated under a capitalization/depreciation model and will not be included in FFO or MFFO (as discussed below). Prior to ASU 2017-01, real estate acquisitions were generally considered business combinations and the acquisition-related expenses and acquisition fees were treated as operating expenses under GAAP.

In addition to FFO, management uses MFFO, as defined by the Institute for Portfolio Alternatives (the “IPA”), except that we further adjust MFFO by eliminating the performance participation allocation (as described below), as a non-GAAP supplemental financial performance measure to evaluate our operating performance. The IPA has recommended the use of MFFO as a supplemental measure for publicly registered, non-listed REITs to enhance the assessment of the operating performance of a non-listed REIT. MFFO is not equivalent to our net income or loss as determined under GAAP. MFFO may not be useful as a measure of the long-term operating performance of our investments and our calculation of MFFO may not be comparable to those of other publicly registered, non-listed REITs that operate with a limited life and targeted exit strategy. MFFO includes funds generated by the operations of our real estate investments and funds used in our corporate-level operations. MFFO is based on FFO, but includes certain additional adjustments which we believe are appropriate. Such items include reversing the effects of straight-line rent revenue recognition, fair value adjustments to derivative instruments that do not qualify for hedge accounting treatment and certain other items as described below. Some of these adjustments are necessary to address changes in the accounting and reporting rules under GAAP such as the accounting for acquisition-related expenses from a capitalization/depreciation model to an expensed-as-incurred model that were put into effect in 2009 and other changes to GAAP rules for real estate subsequent to the establishment of NAREIT’s definition of FFO. These changes in the accounting and reporting rules under GAAP affected all industries, and as a result of these changes, acquisition fees and expenses are typically accounted for as operating expenses under GAAP. Management believes these fees and expenses do not affect our overall long-term operating performance. These changes also have prompted a significant increase in the magnitude of non-cash and non-operating items included in FFO, as defined. Such items include amortization of out-of-market lease intangible assets and liabilities and certain tenant incentives.

The purchase of properties, and the corresponding expenses associated with that process, including any acquisition fees and expenses, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to our stockholders. MFFO excludes any acquisition fees payable to our Advisor and acquisition expenses. As described above, prior to the adoption of ASU 2017-01, under GAAP, acquisition fees and expenses were characterized as operating expenses in determining operating net income prior to

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2018. These expenses are paid in cash by us, and therefore such funds will not be available to distribute to our stockholders. All paid and accrued acquisition fees and expenses with respect to the acquisition of a property negatively impact our operating performance during the period in which the property is acquired and will have negative effects on returns to our stockholders, the potential for future distributions, and future cash flows, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, the related acquisition fees and expenses and other costs related to such property. In addition, if we acquire a property after all offering proceeds from this offering have been invested, there will not be any offering proceeds to pay the corresponding acquisition-related costs. Accordingly, unless our Advisor determines to waive the payment of any then-outstanding acquisition-related costs otherwise payable to our Advisor, such costs will be paid from additional debt, operational earnings or cash flow, net proceeds from the sale of properties, or ancillary cash flows. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. Since MFFO excludes any acquisition fees and expenses, MFFO would only be comparable to the operations of non-listed REITs that have completed their acquisition activity and have other similar operating characteristics.

Management uses MFFO to evaluate the financial performance of our investment portfolio, including the impact of potential future investments. In addition, management uses MFFO to evaluate and establish our distribution policy and the sustainability thereof. Further, we believe MFFO is one of several measures that may be useful to investors in evaluating the potential performance of our portfolio following the conclusion of the acquisition phase, as it excludes acquisition fees and expenses, as described herein.

MFFO has limitations as a performance measure. MFFO is useful in assisting management and investors in assessing the sustainability (that is, the capacity to continue to be maintained) of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete.

FFO and MFFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. In addition, FFO and MFFO should not be considered as alternatives to net income (loss) or income (loss) from continuing operations as an indication of our performance or as alternatives to cash flows from operating activities as an indication of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO and MFFO are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. Please see the limitations listed below associated with the use of MFFO:


•	As we are currently in the acquisition phase of our life cycle, acquisition costs and other adjustments that are increases to MFFO are, and may continue to be, a significant use of cash and dilutive to the value of an investment in our shares.


•	MFFO excludes any acquisition fees payable to our Advisor and acquisition expenses. Although these amounts reduce net income, we generally fund such costs with proceeds from this offering and/or acquisition-related indebtedness and do not consider these fees and expenses in the evaluation of our operating performance and determining MFFO.

•

We use interest rate caps as economic hedges against the variability of interest rates on our variable interest rate borrowings. Although we generally expect to hold these instruments to maturity, if we were to settle these instruments currently, it would have an impact on our operating performance. Additionally, these derivative instruments are measured at fair value on a quarterly basis in accordance with GAAP. MFFO excludes gains (losses) related to changes in the estimated values of our derivative instruments because such adjustments may not be reflective of ongoing operations and may reflect unrealized impacts on our operating performance.


•	We utilize the definition of FFO as set forth by NAREIT and the definition of MFFO as set forth by the IPA except that we further adjust MFFO by eliminating the performance participation allocation. Our FFO and MFFO as presented may not be comparable to amounts calculated by other REITs, if they use different approaches.

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•	Our business is subject to volatility in the real estate markets and general economic conditions, and adverse changes in those conditions could have a material adverse impact on our business, results of operations and MFFO. Accordingly, the predictive nature of MFFO is uncertain and past performance may not be indicative of future results.

Neither the SEC, NAREIT nor any regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or a regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

The following section presents our calculation of FFO and MFFO attributable to common stockholders and provides additional information related to our operations for the three months ended March 31, 2018 and the years ended December 31, 2017 and 2016 and the period from inception through March 31, 2018 (in thousands, except per share amounts). Because we are in the capital raising and acquisition phase of our operations, FFO and MFFO are not useful in comparing operations for the periods presented below. We expect revenues and expenses to increase in future periods as we raise additional offering proceeds and use them to make additional real estate investments.



	Three months ended March 31,			Year ended December 31,						Period from July 31, 2013 (date of inception) through March 31,
	2018			2017			2016			2018
Net income (loss)	$	11,376		$	(17,186	)	$	(11,341	)	$	(24,116	)
Depreciation and amortization ⁽¹⁾	7,341			29,687			15,372			56,656
Gain on sale of real estate	(14,491		)	—			—			(14,491		)
Adjustments for noncontrolling interests⁽²⁾	1			(30		)	(23		)	169
Funds From Operations attributable to common stockholders	4,227			12,471			4,008			18,218
Loss (gain) on derivative instruments⁽³⁾	2			372			6			421
Loss (gain) on foreign currency⁽⁴⁾	52			(401		)	(11		)	(349		)
Other components of revenues and expenses⁽⁵⁾	(462		)	(2,138		)	(2,030		)	(5,574		)
Acquisition fees and expenses ⁽⁶⁾	(1		)	9,951			7,452			23,347
Performance participation allocation ⁽⁷⁾	1,591			—			—			1,842
Adjustments for noncontrolling interests ⁽²⁾	—			(5		)	(6		)	(84		)
Modified Funds From Operations attributable to common stockholders	$	5,409		$	20,250		$	9,419		$	37,821
Basic and diluted income (loss) per common share	$	0.29		$	(0.48	)	$	(0.62	)	$	(1.59	)
Funds From Operations attributable to common stockholders per common share	$	0.11		$	0.35		$	0.22		$	1.21
Modified Funds From Operations attributable to common stockholders per common share	$	0.14		$	0.57		$	0.52		$	2.50
Weighted average shares outstanding	39,398			35,808			18,191			15,101

______________

Notes to the table:

(1)

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(2)	Includes income attributable to noncontrolling interests and all adjustments to eliminate the noncontrolling interests’ share of the adjustments to convert our net loss to FFO and MFFO.


(3)	Represents components of net income (loss) related to the estimated changes in the values of our interest rate caps. We have excluded this change in value from our evaluation of our operating performance and MFFO because such adjustments may not be reflective of our ongoing performance and may reflect unrealized impacts on our operating performance.


(4)	Represents components of net income (loss) primarily resulting from transactions that are denominated in currencies other than our functional currencies. We have excluded these changes in value from our evaluation of our operating performance and MFFO because such adjustments may not be reflective of our ongoing performance and may reflect unrealized impacts on our operating performance.


(5)	Includes the following components of revenues and expenses that we do not consider in evaluating our operating performance and determining MFFO for the three months ended March 31, 2018, the years ended December 31, 2017 and 2016 and the period from inception through March 31, 2018:



	Three months ended March 31,			Year ended December 31,						Period from July 31, 2013 (date of inception) through March 31,
	2018			2017			2016			2018
Straight-line rent adjustment ^(a)	$	(338	)	$	(1,368	)	$	(1,897	)	$	(4,235	)
Amortization of lease incentives ^(b)	67			96			5			169
Amortization of out-of-market leases^(b)	(244		)	(1,078		)	(138		)	(1,773		)
Other	53			212			—			265
	$	(462	)	$	(2,138	)	$	(2,030	)	$	(5,574	)

______________

(a)

Represents the adjustments to rental revenue as required by GAAP to recognize minimum lease payments on a straight-line basis over the respective lease terms. We have excluded these adjustments from our evaluation of our operating performance and in determining MFFO because we believe that the rent that is billable during the current period is a more relevant measure of our operating performance for such period.


(b)	Represents the amortization of lease incentives and out-of-market leases.

(6)

Represents acquisition-related expenses and acquisition fees paid to our Advisor which were expensed in our condensed consolidated statements of operations prior to adoption of ASU 2017-01 on January 1, 2018. We fund such costs with proceeds from our public offerings and/or acquisition-related indebtedness, and therefore do not consider these expenses in evaluating our operating performance and determining MFFO.

(7)

As of December 6, 2017, through its ownership of the Special OP Units in the Operating Partnership, our Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total return. The performance participation allocation accrues monthly and is payable after the completion of each calendar year. See “Management Compensation—Performance Participation Allocation” for additional information regarding the performance participation allocation. We do not consider the performance participation allocation in evaluating our operating performance and determining MFFO.

Set forth below is additional information relating to certain items excluded from the analysis above which may be helpful in assessing our operating results:

For the three months ended March 31, 2018 and 2017, we incurred $0.5 million and $0.3 million in distribution and stockholder servicing fees.

Our cash flows from operations have been and may continue to be insufficient to fund distributions to stockholders. We may continue to choose to use proceeds from our debt financings, proceeds from our public offerings, cash advances from our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the

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sale of assets to fund distributions to our stockholders. For example, for the quarter ended March 31, 2018 and the years ended December 31, 2017, 2016 and 2015, respectively, we funded 15%, 56%, 60% and 23% of total distributions with cash flows from financing activities, which may include offering proceeds. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets.

From inception through March 31, 2018, we declared $38.4 million of distributions to our stockholders, compared to our total aggregate FFO of $18.2 million and our total aggregate net loss of $24.1 million for that period. Although we ceased paying acquisition fees to our Advisor in December 2018, during our offering and investment stages, we will continue to incur acquisition expenses in connection with our real estate investments. Acquisition fees and expenses were recorded as reductions to net income (loss) and FFO prior to the adoption of Accounting Standards Update (“ASU”) 2017-01. From inception through January 1, 2018 (the date we adopted ASU 2017-01) we incurred acquisition fees and expenses totaling $23.3 million. For the three months ended March 31, 2018, we declared $5.5 million of distributions to our stockholders compared to our total aggregate FFO of $4.2 million. For the three months ended March 31, 2017, we declared $3.9 million of distributions to our stockholders compared to our total aggregate FFO loss of $2.0 million.

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DESCRIPTION OF CAPITAL STOCK

We were formed as a corporation under the laws of the State of Maryland. The rights of our stockholders are governed by Maryland law as well as our charter and bylaws. The following summary of the terms of our stock is a summary of all material provisions concerning our stock and you should refer to the Maryland General Corporation Law and our charter and bylaws for a full description. Throughout this prospectus, references to our “charter” refer to our amended and restated charter as amended and supplemented by articles supplementary and articles of amendment. The following summary is qualified in its entirety by the more detailed information contained in our charter and bylaws. Copies of our charter and bylaws are incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You can obtain copies of our charter and bylaws and every other exhibit to our registration statement. Please see “Where You Can Find More Information” below.

Under our charter, we have authority to issue 1,500,000,000 common shares, $0.001 par value per share, and 500,000,000 preferred shares, $0.001 par value per share. Of the total shares of common stock authorized, 40,000,000 are classified as Class AX Shares, 40,000,000 are classified as Class TX Shares, 10,000,000 are classified as Class IX Shares, 10,000,000 are classified as Class JX Shares, 350,000,000 are classified as Class T Shares, 350,000,000 are classified as Class S Shares, 350,000,000 are classified as Class D Shares and 350,000,000 are classified as Class I Shares. As of the date of this prospectus, we had no Class T Shares, Class S Shares, Class D Shares, Class I Shares or preferred shares issued and outstanding. Our board of directors may amend our charter to increase or decrease the aggregate number of our authorized shares or the number of shares of any class or series that we have authority to issue without any action by our stockholders. See “Security Ownership of Certain Beneficial Owners and Management” for disclosure of the number and percentage of our outstanding common shares owned by our officers and directors.

Our charter and bylaws contain certain provisions that could make it more difficult to acquire control of us by means of a tender offer, a proxy contest or otherwise. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that these provisions increase the likelihood that any such proposals initially will be on more attractive terms than would be the case in their absence and will facilitate negotiations which may result in improvement of the terms of an initial offer.

Common Shares

Upon issuance for full payment in accordance with the terms of this offering, all common shares issued in the offering will be fully paid and non-assessable. Holders of our common shares will not have preemptive rights, which means that they will not have an automatic option to purchase any new shares that we issue.

Subject to the limitations described in our charter, our board of directors, without any action by our stockholders, may classify or reclassify any of our unissued common shares into one or more classes or series by setting or changing the preferences, conversion, restrictions or other rights.

We will not issue certificates for our shares. Shares will be held in “uncertificated” form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable stock certificates and eliminate the need to return a duly executed stock certificate to effect a transfer. DST Systems, Inc. will act as our registrar and as the transfer agent for our shares. A transfer of your shares can be effected simply by mailing to DST Systems, Inc. a transfer and assignment form, which we will provide to you upon written request.

We are not offering the IPO Shares (Class AX Shares, Class TX Shares, Class IX Shares and Class JX Shares) in this offering.

Class T Shares

Each Class T Share sold in the primary offering is subject to an upfront selling commission of up to 3.0%, and a dealer manager fee of up to 0.5%, of gross offering proceeds from Class T Shares sold in the primary offering on the date of the purchase. Our Dealer Manager may reallow all or a portion of the upfront selling commissions and dealer manager fees to participating broker dealers.

We will pay our Dealer Manager ongoing distribution and stockholder servicing fees with respect to our outstanding Class T Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class T Shares. The distribution and stockholder servicing fees will be paid monthly in arrears. Our Dealer

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Manager may reallow or advance all or a portion of the distribution and stockholder servicing fees to the participating broker dealers who sold the shares or, if applicable, to a subsequent broker dealer of record so long as the subsequent broker dealer of record is party to a selected dealer agreement with our Dealer Manager that provides for the reallowance. The upfront selling commission and dealer manager fee are not payable with respect to any Class T Share sold pursuant to our distribution reinvestment plan.

We will cease paying the distribution and stockholder servicing fees with respect to any Class T Shares at the end of the month in which the transfer agent, on our behalf, determines that total upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to the Class T Shares held by a stockholder in his or her particular account would exceed 8.75% (or, in the case of shares sold through certain participating broker dealers, a lower limit as set forth in any applicable agreement between our Dealer Manager and a participating broker dealer) of the gross proceeds from the sale of Class T Shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, each Class T Share (and any shares issued under our distribution reinvestment plan with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the distribution and stockholder servicing fee will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class T Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 5.44 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees and a constant NAV per share of $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary. Under these assumptions, if a stockholder holds his or her shares for this time period, this fee with respect to a Class T Share would total approximately $0.54. We will further cease paying the distribution and stockholder servicing fee on any Class T Share that is redeemed or repurchased, as well as upon our dissolution, liquidation or the winding up of our affairs, or a merger or other extraordinary transaction to which we are a party and in which the Class T Shares as a class are exchanged for cash or other securities. We cannot predict if or when this will occur for each Class T Share.

Class S Shares

Each Class S Share sold in the primary offering is subject to an upfront selling commission of up to 3.5% of gross offering proceeds from Class S Shares sold in the primary offering on the date of the purchase. Our Dealer Manager may reallow all or a portion of the upfront selling commissions and dealer manager fees to participating broker dealers. No dealer manager fees will be paid for any Class S Shares sold in the offering, including pursuant to our distribution reinvestment plan.

We will pay our Dealer Manager ongoing distribution and stockholder servicing fees with respect to our outstanding Class S Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class S Shares. The distribution and stockholder servicing fees will be paid monthly in arrears. Our Dealer Manager may reallow or advance all or a portion of the distribution and stockholder servicing fees to the participating broker dealers who sold the shares or, if applicable, to a subsequent broker dealer of record so long as the subsequent broker dealer of record is party to a selected dealer agreement with our Dealer Manager that provides for the reallowance. The upfront selling commission is not payable with respect to any Class S Shares sold pursuant to our distribution reinvestment plan.

We will cease paying the distribution and stockholder servicing fees with respect to any Class S Shares at the end of the month in which the transfer agent, on our behalf, determines that total upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to the Class S Shares held by a stockholder in his or her particular account would exceed 8.75% (or, in the case of shares sold through certain participating broker dealers, a lower limit as set forth in any applicable agreement between our Dealer Manager and a participating broker dealer) of the gross proceeds from the sale of Class S Shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, each Class S Share (and any shares issued under our distribution reinvestment plan with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the distribution and stockholder servicing fee will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class S Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 5.44 years from the date of purchase, assuming payment of the full upfront selling commissions and a constant NAV per share of $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary. Under these assumptions, if a stockholder holds his or her shares for this time period, this fee with respect to a Class S Share would total approximately $0.54. We will further cease paying the distribution and stockholder servicing fee on any Class S Share that is redeemed or

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repurchased, as well as upon our dissolution, liquidation or the winding up of our affairs, or a merger or other extraordinary transaction to which we are a party and in which the Class S Shares as a class are exchanged for cash or other securities. We cannot predict if or when this will occur for each Class S Share.

Class D Shares

No upfront selling commissions or dealer manager fee will be paid for any Class D Shares sold in the offering, including pursuant to our distribution reinvestment plan. We will pay our Dealer Manager ongoing distribution and stockholder servicing fees with respect to our outstanding Class D Shares, in an amount equal to up to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares. The distribution and stockholder servicing fees will be paid monthly in arrears. Our Dealer Manager may reallow or advance all or a portion of the distribution and stockholder servicing fees to the participating broker dealers who sold the shares or, if applicable, to a subsequent broker dealer of record so long as the subsequent broker dealer of record is party to a selected dealer agreement with our Dealer Manager that provides for the reallowance.

Class D Shares are generally available for purchase in this offering only (i) through fee-based programs, also known as wrap accounts, that provide access to Class D Shares, (ii) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class D Shares, (iii) through certain registered investment advisers, (iv) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (v) other categories of investors that we name in an amendment or supplement to this prospectus.

We will cease paying distribution and stockholder servicing fees with respect to any Class D Shares at the end of the month in which the transfer agent, on our behalf, determines that total upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to the Class D Shares held by a stockholder in his or her particular account would exceed 8.75% (or, in the case of shares sold through certain participating broker dealers, a lower limit as set forth in any applicable agreement between our Dealer Manager and a participating broker dealer) of the gross proceeds from the sale of Class D Shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, each Class D Share (and any shares issued under our distribution reinvestment plan with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the distribution and stockholder servicing fee will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class D Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 35 years from the date of purchase and a constant NAV per share of $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary. Under these assumptions, if a stockholder holds his or her shares for this time period, this fee with respect to a Class D Share would total approximately $0.87. We will further cease paying the distribution and stockholder servicing fee on any Class D Share that is redeemed or repurchased, as well as upon our dissolution, liquidation or the winding up of our affairs, or a merger or other extraordinary transaction to which we are a party and in which the Class D Shares as a class are exchanged for cash or other securities. We cannot predict if or when this will occur for each Class D Share.

Class I Shares

We will not pay any upfront selling commissions, dealer manager fees or distribution and stockholder servicing fees for sales of any Class I Shares.

Class I Shares are generally available for purchase in this offering only (i) through fee-based programs, also known as wrap accounts, that provide access to Class I Shares, (ii) by endowments, foundations, pension funds and other institutional investors, (iii) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class I Shares, (iv) by our executive officers and directors and their immediate family members, as well as officers and employees of our Advisor, Hines or other affiliates and their immediate family members, and, if approved by our board of directors, joint venture partners, consultants and other service providers, (v) through certain registered investment advisers or (vi) other categories of investors that we name in an amendment or supplement to this prospectus.

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Class T Shares, Class S Shares and Class D Shares

In addition to the features of our Class T Shares, Class S Shares and Class D Shares described above, we will cease paying distribution and stockholder servicing fees with respect to Class T Shares, Class S Shares and Class D Shares on the earlier to occur of the following: (i) a listing of our common shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. Upon the earlier to occur of such events, our Class T Shares, Class S Shares and Class D Shares will convert into a number of Class I Shares (including any fractional shares) with an equivalent NAV as such shares.

If a stockholder’s account includes Class T Shares, Class S Shares or Class D Shares and the stockholder makes a subsequent purchase of Class T Shares, Class S Shares or Class D Shares, as applicable, the total underwriting compensation limit will be based on the total number of Class T Shares, Class S Shares or Class D Shares, as applicable, in the account, such that the conversion of the Class T Shares, Class S Shares or Class D Shares, as applicable, from the initial purchase will be delayed and the accrual of the distribution and stockholder servicing fees and the conversion of the Class T Shares, Class S Shares or Class D Shares, as applicable, with respect to the subsequent purchase will happen on a more accelerated basis than would have been the case if the stockholder had made the subsequent purchase in a separate account. Stockholders may elect to make subsequent purchases in a separate account. Purchasing additional shares in the same account will not increase the amount of the distribution and stockholder servicing fees paid with respect to a stockholder’s shares, but will only affect the timing of such payments.

Preferred Shares

Upon the affirmative vote of a majority of our directors, our charter authorizes our board of directors to issue one or more classes or series of preferred shares without stockholder approval and our charter provides that the issuance of preferred shares must also be approved by a majority of our independent directors who do not have an interest in the transaction and who have access, at our expense, to our legal counsel or to independent legal counsel. Further, our charter authorizes the board to classify or reclassify any of our unissued preferred shares and to fix the voting rights, liquidation preferences, distribution rates, conversion rights, redemption rights and terms, including sinking fund provisions, and certain other rights and preferences with respect to such preferred shares. Because our board of directors has the power to establish the preferences and rights of each class or series of preferred shares, it may afford the holders of any series or class of preferred shares preferences, powers, and rights senior to the rights of holders of common shares. However, the voting rights per preferred share of any series or class of preferred shares sold in a private offering may not exceed voting rights which bear the same relationship to the voting rights of common shares as the consideration paid to us for each privately-held preferred share bears to the book value of each outstanding common share. If we ever created and issued preferred shares with a distribution preference over our common shares, payment of any distribution preferences of outstanding preferred shares would reduce the amount of funds available for the payment of distributions on the common shares. Further, holders of preferred shares are normally entitled to receive a preference payment in the event we liquidate, dissolve or wind up before any payment is made to the common stockholders, likely reducing the amount common stockholders would otherwise receive upon such an occurrence.

Under certain circumstances, the issuance of preferred shares may delay, prevent, render more difficult or tend to discourage:


•	a merger, tender offer or proxy contest;


•	the assumption of control by a holder of a large block of our securities; or


•	the removal of incumbent management.

Our board of directors, without stockholder approval, may issue preferred shares with voting and conversion rights that could adversely affect the holders of common shares, subject to the limits described above. We currently have no preferred shares issued and outstanding. Our board of directors has no present plans to issue preferred shares, but may do so at any time in the future without stockholder approval.

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Meetings and Special Voting Requirements

Class T Shares, Class S Shares, Class D Shares, Class I Shares and the IPO Shares vote together as a single class, and each share is entitled to one vote per share on each matter submitted to a vote at a meeting of our stockholders, including the election of directors; provided that with respect to any mater that would only have a material adverse effect on the rights of a particular class of common stock, only the holders of such affected class are entitled to vote. There is no cumulative voting in the election of our board of directors, which means that the holders of a majority of our outstanding common shares can elect all of the directors then standing for election and the holders of the remaining common shares will not be able to elect any directors. An annual meeting of our stockholders will be held each year, at least 30 days after delivery of our annual report. Special meetings of stockholders may be called only upon the request of a majority of our directors, a majority of our independent directors, our chief executive officer, our president or our chairman of the board or upon the written request of stockholders entitled to cast not less than 10% of all of the votes entitled to be cast on such matter at such meeting. The presence of stockholders, either in person or by proxy, entitled to cast at least 50% of all the votes entitled to be cast at a meeting constitutes a quorum. Generally, the affirmative vote of a majority of all votes cast at a meeting at which a quorum is present is necessary to take stockholder action, except that a majority of the votes represented in person or by proxy at a meeting at which a quorum is present is required to elect a director.

Under the Maryland General Corporation Law and our charter, stockholders are generally entitled to vote at a duly held meeting at which a quorum is present on:


•	amendments to our charter and the election and removal of directors (except as otherwise provided in our charter or under the Maryland General Corporation Law);


•	our liquidation or dissolution; and


•	a merger, consolidation or sale or other disposition of substantially all of our assets.

No such action can be taken by our board of directors without a vote of our stockholders entitled to cast at least a majority of all the votes entitled to be cast on the matter or, in the case of director elections, a majority of the votes present in person or by proxy at a meeting at which a quorum is present. Stockholders are not entitled to exercise any of the rights of an objecting stockholder provided for in Title 3, Subtitle 2 of the Maryland General Corporation Law unless our board of directors determines that such rights shall apply with respect to all or any classes or series of shares, to a particular transaction or all transactions occurring after the date of such determination in connection with which stockholders would otherwise be entitled to exercise such rights.

We will maintain, as part of our books and records, and will make available for inspection by any stockholder or the stockholder’s designated agent at our office an alphabetical list of the names, addresses and telephone numbers of our stockholders, along with the number of shares of our common stock held by each of them. We will update the stockholder list at least quarterly to reflect changes in the information contained therein. A copy of the list shall be mailed to any stockholder who requests the list within 10 days of the request and will be printed in alphabetical order, on white paper, and in a readily readable type size (in no event smaller than 10-point type). A stockholder may request a copy of the stockholder list in connection with matters relating to voting rights and the exercise of stockholder rights under federal proxy laws. A stockholder requesting a list will be required to pay the reasonable costs of producing the list. We have the right to request that a requesting stockholder represent to us that the list will not be used to pursue commercial interests. Stockholders also have rights under Rule 14a-7 under the Exchange Act, which provides that, upon the request of investors and the payment of the expenses of the distribution, we are required to distribute specific materials to stockholders in the context of the solicitation of proxies for voting on matters presented to stockholders or, at our option, provide requesting stockholders with a copy of the list of stockholders so that the requesting stockholders may make the distribution of proxies themselves. If we do not honor a proper request for the stockholder list, then the requesting stockholder shall be entitled to recover certain costs incurred in compelling the production of the list, including attorneys’ fees, as well as actual damages suffered by reason of the refusal or failure to produce the list. A stockholder, however, shall not have the right to, and we may require a requesting stockholder to represent that it will not, secure the stockholder list or other information for the purpose of selling or using the list for a commercial purpose not related to the requesting stockholder’s interest in our affairs. The remedies provided to stockholders requesting copies of the stockholder list described above are in addition to, and shall not in any way limit, other remedies available to such stockholders under federal or state laws.

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In addition, pursuant to our charter, any stockholder and any designated representative thereof shall be permitted access to our corporate records to which such stockholder is entitled under applicable law at all reasonable times, and may inspect and copy any of them for a reasonable charge. Under Maryland law, stockholders are entitled to inspect and copy our bylaws, minutes of stockholder proceedings, annual statements of affairs, voting trust agreements and statements of the amount of stock and securities issued by us during the period specified by the requesting stockholder, which period may not be longer than 12 months prior to the date of the stockholder’s request. Statements of stock and securities will only include the number of shares issued during the period and the consideration received per share, in conformity with Maryland law, and will not include any personal identifying information concerning the holders of the shares. Requests to inspect and/or copy our corporate records must be made in writing to our address as set forth in the section of this prospectus titled “Where You Can Find More Information.” It is the policy of our board of directors to comply with all proper requests for access to our corporate records in conformity with our charter and Maryland law.

Rights Upon Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed between the holders of shares of each class of our common stock ratably in proportion to the respective NAV for each class until the NAV for each class has been paid. We will calculate the NAV as a whole for all shares of our common stock and then will determine any differences attributable to each class. Each holder of shares of a particular class of common stock will be entitled to receive, proportionately with each other holder of shares of such class, that portion of such aggregate assets available for distribution to such class as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding. We expect the NAV per share of each class of our common stock to be the same, except in the unlikely event that the distribution and stockholder servicing fees payable by us exceed the amount otherwise available for distribution to holders of the class of shares to which such fees relate in a particular period (prior to the deduction of the distribution and stockholder servicing fees), in which case the excess will be accrued as a reduction to the NAV per share of the applicable class of shares, which would result in the NAV and distributions upon liquidation with respect to such class of shares being lower than the NAV and distributions upon liquidation with respect to the other classes of shares.

Registration Rights Agreement

We anticipate entering into a registration rights agreement with our Advisor pursuant to which our Advisor may require us to prepare and file, at our expense, a shelf registration statement relating to the resale of all shares of our common stock currently held or later acquired by them or their permitted transferees and under certain circumstances they may require us to file resale registration statements on demand and provide unlimited “piggyback” rights with respect to the resale of such shares (subject to certain cutback and other provisions).

Restrictions On Transfer

In order for us to qualify as a REIT, no more than 50% in value of the outstanding shares of our common stock may be owned, directly or indirectly through the application of certain attribution rules under the Code, by any five or fewer individuals, as defined in the Code to include specified entities, during the last half of any taxable year, excluding our first taxable year ending December 31, 2015. In addition, the outstanding shares of our common stock must be owned by 100 or more persons independent of us and each other during at least 335 days of a 12-month taxable year or during a proportionate part of a shorter taxable year, excluding our first taxable year ending December 31, 2015. In addition, we must meet requirements regarding the nature of our gross income in order to qualify as a REIT. One of these requirements is that at least 75% of our gross income for each calendar year must consist of rents from real property and income from other real property investments (and a similar test requires that at least 95% of our gross income for each calendar year must consist of rents from real property and income from other real property investments together with certain other passive items such as dividend and interest). The rents received by the Operating Partnership from any tenant will not qualify as rents from real property, which could result in our loss of REIT status, if we own, actually or constructively within the meaning of certain provisions of the Code, 10% or more of the ownership interests in that tenant. In order to assist us in preserving our status as a REIT, among other purposes, our charter provides generally that (i) no person may beneficially or constructively own common shares in excess of 9.9% (in value or number of shares) of the outstanding common shares; (ii) no person may beneficially or constructively own shares in excess of 9.9% of the value of the total outstanding shares; (iii) no person may beneficially or constructively own shares that would result in us being “closely held” under

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Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT (including, but not limited to, beneficial or constructive ownership that would result in us owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by us from such tenant would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code); and (iv) no person may transfer or attempt to transfer shares if such transfer would result in our shares being owned by fewer than 100 Persons.

Our charter provides that if any of the restrictions on transfer or ownership described above are violated, the shares represented hereby will be automatically transferred to a charitable trust for the benefit of one or more charitable beneficiaries effective on the day before the purported transfer of such shares. We will designate a trustee of the charitable trust that will not be affiliated with us or the purported transferee or record holder. We will also name a charitable organization as beneficiary of the charitable trust. The trustee will receive all distributions on the shares of our capital stock in the same trust and will hold such distributions or distributions in trust for the benefit of the beneficiary. The trustee also will vote the shares of capital stock in the same trust. The purported transferee will acquire no rights in such shares of capital stock, unless, in the case of a transfer that would cause a violation of the 9.9% ownership limit, the transfer is exempted by our board of directors from the ownership limit based upon receipt of information (including certain representations and undertakings from the purported transferee) that such transfer would not violate the provisions of the Code for our qualification as a REIT. In addition, our charter provides that we may redeem shares upon the terms and conditions specified by the board of directors in its sole discretion if our Board of Directors determines that ownership or a transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted transfers in violation of the restrictions described above may immediately be void.

The trustee will transfer the shares of our capital stock to a person whose ownership of shares of our capital stock will not violate the ownership limits. The transfer shall be made within 20 days of receiving notice from us that shares of our capital stock have been transferred to the trust. During this 20-day period, we will have the option of redeeming such shares of our capital stock. Upon any such transfer or purchase, the purported transferee or holder shall receive a per share price equal to the lesser of (a) the price paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in the charitable trust (e.g., in the case of a gift, devise or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the charitable trust and (b) the price per share received by the charitable trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the charitable trust. The charitable trustee may reduce the amount payable to the purported transferee by the amount of dividends and distributions which have been paid to the purported transferee and are owed by the purported transferee to the charitable trustee pursuant to our charter. Any net sales proceeds in excess of the amount payable to the purported transferee shall be immediately paid to the charitable beneficiary. If, prior to our discovery that shares have been transferred to the charitable trustee, such shares are sold by a purported transferee, then (i) such shares shall be deemed to have been sold on behalf of the charitable trust and (ii) to the extent that the purported transferee received an amount for such shares that exceeds the amount that such purported transferee was entitled to receive pursuant to our charter, such excess shall be paid to the charitable trustee upon demand.

Any person who acquires or attempts or intends to acquire beneficial ownership or constructive ownership of shares that will or may violate the foregoing restrictions, or any person who would have owned shares that resulted in a transfer to the charitable trust pursuant to our charter, is required to immediately give us written notice of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide us such other information as we may request in order to determine the effect, if any, of such transfer on our status as a REIT.

The ownership limits do not apply to a person or persons which our board of directors has, in its sole discretion, determined to exempt from the ownership limit upon appropriate assurances that our qualification as a REIT is not jeopardized. Any person who owns more than 5% (or such lower percentage applicable under the Code or Treasury regulations) of the outstanding shares of our capital stock during any taxable year will be asked to deliver a statement or affidavit setting forth the number of shares of our capital stock beneficially owned and other information related to such ownership.

Distribution Objectives

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and intend to continue to declare distributions as of monthly record dates and pay them on a monthly basis. With the authorization of our board of directors, we declared monthly distributions from January 2018 through June 2018 at a gross distribution rate of $0.05083 per month for each share class less any applicable distribution and stockholder servicing fees. All distributions paid to date have been paid in cash or reinvested in shares of our common stock for those participating in our distribution reinvestment plan and have been paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to our distribution reinvestment plan were or will be reinvested in shares of the same class as the shares on which the distributions are made. Some or all of the cash distributions may be paid from sources other than cash flows from operations.


1.	With the authorization of our board of directors, we declared distributions as of daily record dates and paid them on a monthly basis through December 31, 2017. Beginning in January 2018, we have and intend to continue to declare distributions as of monthly record dates and pay them on a monthly basis.

We have not generated and we may continue to be unable to generate sufficient cash flows from operations to fully fund distributions paid. Therefore, some or all of our distributions have been and may continue to be paid, and during the offering phase, are likely to be paid at least partially from other sources, such as proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets.

As mentioned above, we intend to accrue and pay distributions as of monthly record dates beginning no later than the end of the first full calendar month following the commencement of this offering. We expect to pay distributions on a monthly basis unless our results of operations, our general financial condition, general economic conditions or other factors prohibit us from doing so. The timing and amount of distributions will be determined by our board of directors, in its discretion and may vary from time to time. Distributions cannot be guaranteed. We have not generated sufficient cash flow from operations to fully fund distributions. Therefore, our distributions have been paid and may continue to be paid, and during the offering phase, are likely to be paid at least partially from sources such as proceeds from our debt financings, proceeds from this offering, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. For example, we funded 15%, 56%, 60% and 23% of total distributions for the quarter ended March 31, 2018 and the years ended December 31, 2017, 2016 and 2015, respectively, with cash flows from financing activities, which may include offering proceeds. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets.

Distributions will be made on all classes of our common stock at the same time, including any outstanding IPO Shares. The per share amount of distributions on Class T Shares, Class S Shares, Class D Shares and Class I Shares will differ because of different class-specific expenses. Specifically, the distribution and stockholder servicing fees payable with respect to Class T Shares, Class S Shares and/or Class D Shares will cause the amount of funds available for distributions with respect to Class T Shares, Class S Shares and/or Class D Shares, including Class T Shares, Class S Shares and Class D Shares issued pursuant to the distribution reinvestment plan, to be lower than the amount of funds available for distributions with respect to Class I Shares. As described above, we expect

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the NAV per share of each Class T Share, Class S Share, Class D Share and Class I Share to be the same, except in the unlikely event that the distribution and stockholder servicing fees payable by us exceed the amount otherwise available for distribution to holders of Class T Shares, Class S Shares and/or Class D Shares in a particular period (prior to the deduction of the distribution and stockholder servicing fees), in which case the excess will be accrued as a reduction to the NAV per share of each Class T Shares, Class S Shares and/or Class D Shares, as applicable.

To the extent our board of directors authorizes the declaration of a distribution, we intend to authorize and calculate distributions on a monthly basis and aggregate and pay them on a monthly basis. Because all of our operations will be performed indirectly through the Operating Partnership, our ability to pay distributions will depend on the Operating Partnership’s ability to pay distributions to its partners, including Hines Global. Distributions will be paid to our stockholders as of record dates selected by our board of directors. Distributions are authorized at the discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Our ability to pay distributions may be affected by a number of factors, including:


•	our Advisor’s ability to identify and execute investment opportunities at a pace consistent with capital we raise;


•	the ability of borrowers to meet their obligations under any real estate related debt investments we make;


•	our operating and interest expenses;


•	the ability of tenants to meet their obligations under any leases associated with any properties we acquire;


•	the amount of distributions we receive from our indirect real estate investments;


•	the ability of borrowers to meet their obligations under any real estate-related debt investments we make;


•	our ability to keep our properties occupied;


•	our ability to maintain or increase rental rates when renewing or replacing current leases;


•	capital expenditures and reserves therefor;


•	leasing commissions and tenant inducements for leasing space;


•	the issuance of additional shares; and


•	financings and refinancings.

We must distribute to our stockholders at least 90% of our annual ordinary taxable income in order to continue to meet the requirements for being treated as a REIT under the Code. This requirement is described in greater detail in the “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Distribution Requirements” section of this prospectus. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, could require us to borrow funds from third parties on a short-term basis, issue new securities or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. These methods of obtaining funding could affect future distributions by increasing operating costs. We refer you to the “Risk Factors—Risks Related to Our Business in General—We may need to incur borrowings that would otherwise not be incurred to meet REIT minimum distribution requirements” and “Material U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT” sections in this prospectus.

Share Redemption Program

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received their shares through a non-cash transaction, not in the secondary market, may receive the benefit of limited liquidity by presenting for repurchase to us all or a portion of those shares, in accordance with the procedures outlined herein and subject to the limitations and restrictions of the program described below. There is no fee payable to our Advisor, our sponsor, our board of directors or any other party in connection with the repurchase of shares pursuant to our share redemption program.

The transaction price as of each Redemption Date will generally be equal to the most recently determined NAV per share then in effect as of that Redemption Date. As indicated below in “—Valuation Policy and Procedures,” we expect to commence monthly valuations no later than the end of the first full calendar month following the commencement of this offering. Once we commence monthly valuations, the transaction price generally will be disclosed within 15 calendar days following the last calendar day of each month. The transaction price per share will be posted on the Company’s website (https://www.hinessecurities.com/hgit/) promptly after it becomes available and will also be available through our toll-free information line at (888) 220 – 6121. Under normal circumstances, we expect to fulfill redemption requests, subject to the 2% monthly and 5% quarterly limitations. In certain circumstances stockholders may make a redemption request for a particular Redemption Date before the transaction price is made available; however, the transaction price will be made available for a period of at least 10 business days ending on or before the second to last business day of each month and, as result, all stockholders will have at least a ten business day period to consider the transaction price before the deadline to submit or withdraw a redemption request (the first day of the ten business day period is the day the transaction price

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is made available and the tenth business day of the period is the deadline to submit or withdraw a redemption request (the second to last business day of the month)).

We may redeem fewer shares than have been requested to be redeemed in any particular month, or none at all, in our discretion, including due to the lack of readily available funds because of market conditions, the need to maintain liquidity for operations or because our board of directors has determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month for any of the foregoing reasons, shares submitted for redemption during such month will be redeemed on a pro rata basis. The portion of any unfulfilled redemption requests due to any of the limitations described above must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable. Any determination to redeem fewer shares than have been requested to be redeemed may be made immediately prior to the applicable redemption date (the last calendar day of the month), and will be disclosed subsequently to prospective investors and stockholders in periodic prospectus supplements and/or reports filed by us, or more frequently as required by applicable securities laws.

If redemption requests, in the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on stockholders whose shares are not redeemed, then our board of directors may terminate, suspend or amend the share redemption program at any time without stockholder approval, if it deems such action to be in the best interest of our stockholders. Further, our share redemption program will be terminated in the event that our shares ever become listed on a national securities exchange or in the event a secondary market for our common shares develops. In addition, our board of directors may determine to suspend the share redemption program due to regulatory changes, changes in law or if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are redeemed. Material modifications, including any reduction to the monthly or quarterly limitations on redemptions, and suspensions of the program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current report on Form 8-K filed with the SEC. Any material modifications will also be disclosed on our website. Please see “Risk Factors—Risks Related to Investing in this Offering—Your ability to have your shares redeemed is limited under our share redemption program. If you are able to have your shares redeemed, it may be at a price that is less than the price you paid for the shares and the then-current market value of the shares” and “Risk Factors—Risks Related to Investing in this Offering—We offer a share redemption program for you if you are seeking liquidity of your shares. However, there is no public market for our common shares; therefore, it will be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a discount to the price you paid.”

Stockholders will not relinquish their shares until we redeem them. The shares we redeem under our share redemption program will be cancelled and will have the status of authorized but unissued shares. We will not resell such shares to the public unless such shares are first registered with the SEC under the Securities Act and under appropriate state securities laws or are exempt under such laws.

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Valuation Policy and Procedures

Overview

Our board of directors has appointed a valuation committee comprised of independent directors, which we refer to herein as the valuation committee, to be responsible for the oversight of the valuation process, subject to the final approval of our board of directors. The valuation committee has adopted a valuation policy, as amended from time to time, that contains a comprehensive set of methodologies to be used in connection with the calculation of our NAV. As a public company, we are required to issue financial statements generally based on historical cost in accordance with GAAP. To calculate our NAV, we have adopted a valuation policy which is described below, which adjusts the value of certain of our assets and liabilities from historical cost to estimated fair value. As a result, our NAV will likely differ from the amount reported as stockholders’ equity on the face of our financial statements prepared in accordance with GAAP. For purposes of determining our NAV per share, the estimated fair value of our assets and liabilities will be calculated using widely accepted methodologies and, as appropriate, the GAAP principals within the FASB Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures. However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. Furthermore, no rule or regulation requires that we calculate NAV in a certain way.

We establish a new NAV per share on a monthly basis. We expect that we will publish the NAV per share generally within 15 calendar days following the last calendar day of each month.

The following is a summary of the valuation policy we expect to follow with respect to each determination of an NAV per share for each class of our common stock.

Independent Valuation Firm

We have engaged Altus Group U.S., Inc., which we refer to as Altus, a third-party valuation firm, to review the third-party appraisals of our properties and interim valuations prepared by our Advisor as well as review the reasonableness of those valuations and our monthly NAV, as further described below. Our Advisor, with the approval of our board of directors, including the valuation committee, may engage additional valuation advisors in the future, as deemed necessary.

Altus will discharge its responsibilities in accordance with our valuation policy. Our valuation committee will not be involved in the monthly valuation of our assets and liabilities, but will periodically receive and review the information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility. The reasonableness of our NAV per share for each class of shares will be assessed by Altus by utilizing the third-party appraised values, the third-party valuations of our certain other assets and liabilities and interim valuations and other information provided by our Advisor regarding balances of cash, tenant and other receivables, accounts payable and accrued expenses, distributions payable and other assets and liabilities.

We expect to obtain a written report from Altus which will set forth a summary of the processes and methodologies undertaken in their review of the valuations, a description of the scope of the reviews performed by them and any limitations thereto, the data and assumptions used for the review, the applicable industry standards used for the valuation, any other matters related to the valuation analysis and a conclusion with respect to the reasonableness of our NAV per share for each class of our common stock.

Altus and/or certain other independent third-party appraisers have provided, and are expected to continue to provide, real estate appraisal, appraisal management and real estate valuation advisory services to Hines Global and its affiliates and have received, and are expected to continue to receive, fees in connection with such services. Altus and certain of the independent third-party appraisers and their respective affiliates may from time to time in the future perform other commercial real estate and financial advisory services for Hines Global and its affiliates, or in transactions related to the properties that are the subjects of the valuations being performed for us, or otherwise, so long as such other services do not adversely affect the independence of Altus or the applicable appraiser as certified in the applicable appraisal report.

Valuation of Assets

Real Estate Properties

With the authorization of our board of directors, each of our real properties will be appraised by a third party approximately once every 12 calendar months. In order to provide a smooth and orderly appraisal process, we will seek to have approximately 1/4^th of our portfolio appraised each quarter, although we may have more or less

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properties appraised in a quarter. The acquisition cost of newly-acquired properties may serve as their value for purposes of calculating our NAV for a period of up to one year following their acquisition, and thereafter will be part of the appraisal cycle described above.

Our third-party appraisal firms will utilize recognized industry standards prescribed by the Uniform Standards of Professional Appraisal Practice or the similar industry standard for the country where the property appraisal is conducted (such as the Royal Institution of Chartered Surveyors), of each of the real estate properties we own and will assign a discrete value for each property. All appraisals of properties will be conducted by appraisers possessing a Member Appraisal Institute designation or similar designation or, for international appraisals, by a public certified expert for real estate valuations, qualified to perform and oversee the appraisal work of the scope and nature required.

Our Advisor will monitor our properties for events that our Advisor believes may be expected to have a material impact on the most recent estimated values of such property, and will notify Altus of such events. If, in the opinion of our Advisor, an event becomes known to our Advisor (including through communication with our third-party valuation firm) that is likely to have any material impact on previously provided estimated values of the affected properties, our Advisor will adjust the valuation of such properties, subject to the review and confirmation for reasonableness by Altus.

For example, a valuation adjustment may be appropriate to reflect the occurrence of an unexpected property-specific event, such as the termination or renewal of a material lease, a material change in vacancies, an unanticipated structural or environmental event at a property or a significant capital market event that may cause the value of a property to change materially. Valuation adjustments may also be appropriate to reflect the occurrence of broader market-driven events identified by our Advisor or Altus which may impact more than one specific property. Any such adjustments will be estimates of the market impact of specific events as they occur, based on assumptions and judgments that may or may not prove to be correct, and may also be based on the limited information readily available at that time. If deemed appropriate by our Advisor or Altus, any necessary adjustment will be determined as soon as practicable.

Real Estate-Related Assets and Securities

Publicly traded debt and equity real estate-related assets that are not restricted as to salability or transferability are valued monthly based on publicly available information. Generally, to the extent the information is available, such assets are valued at the last trade of such securities that was executed at or prior to closing on the valuation day or, in the absence of such trade, the last “bid” price. The value of publicly traded debt and equity real estate-related assets that are restricted as to salability or transferability may be adjusted by the pricing source for a liquidity discount. In determining the amount of such discount, consideration will be given to the nature and length of such restriction and the relative volatility of the market price of the asset. Individual investments in non-publicly traded debt investments, such as mortgages, mortgage participations and mezzanine loans will also be included in our determination of NAV at fair value.

Pursuant to our valuation procedures, our valuation committee approves the pricing sources of our real estate-related assets. In general, these sources are third parties other than our Advisor. However, we may utilize our Advisor or an affiliate of Hines as a pricing source if the asset is immaterial or there are no other pricing sources reasonably available. The third-party pricing source may, under certain circumstances, be Altus.

Valuation of Liabilities

We will include the fair value of our liabilities as part of our NAV calculation. Our debt will be valued at fair value using widely accepted methodologies and, as appropriate, in accordance with GAAP. Estimates of fair value for property-level mortgage and corporate level debt will be prepared by our Advisor and opined upon by an independent third party. The value of non-recourse debt shall not exceed the value of the underlying real estate collateral, if applicable.

In addition to debt, we expect our liabilities will also include fees accrued and payable to our Advisor and other accrued liabilities for both the asset management fee and performance participation allocation, accounts payable, accrued operating expenses and certain other liabilities. We expect that the fair value for such liabilities will generally be consistent with their value in accordance with GAAP.

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NAV and NAV per Share Calculation

As previously described, we establish a new NAV per share on a monthly basis. We expect that we will publish the NAV per share generally within 15 calendar days following the last calendar day of each month.

We expect that each time it is determined, the NAV per share of each Class T Share, Class S Share, Class D Share and Class I Share will be the same, except in the unlikely event that the distribution fees payable by us exceed the amount otherwise available for distribution to holders of Class T Shares and/or Class S Shares and/or Class D Shares in a particular period (prior to the deduction of the distribution and stockholder servicing fees), in which case the excess will be accrued as a reduction to the NAV per share of each Class T Shares and/or Class S Shares and/or Class D Shares, as applicable.

In addition to using the appraised values of our real estate investments and values of our debt obligations, each determination of a new NAV per share will include the values of other assets and liabilities such as cash, tenant and other receivables, accounts payable and accrued expenses, distributions payable and other assets and liabilities, all of which will be valued at cost. Additionally, the calculation of the NAV per share will exclude certain items on our consolidated balance sheet that are determined to have no future value or economic impact on the valuation. Examples include receivables related to straight-line rental revenue and costs incurred to put debt in place. Other items such as intangible lease assets and liabilities related to our real estate investments and costs incurred for capital expenditures will be excluded from the calculation of NAV per share because they are already considered elsewhere in the independent valuation. No liquidity discounts or discounts relating to the fact that we are externally managed will be applied to the NAV per share and no attempt will be made to value us as an enterprise.

In addition, as noted in the “Management—Our Advisor and Our Advisory Agreement” section of this prospectus, our Advisor has agreed to advance all of our organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees) through December 31, 2019. We will reimburse our Advisor for all such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to our initial public offering, ratably over the 60 months following December 31, 2019, to the extent reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. For purposes of calculating our NAV, the organization and offering expenses paid by our Advisor through December 31, 2019 will not be recognized as expenses or as a component of equity and reflected in our NAV until we reimburse our Advisor for these costs. The NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class at the end of such month.

The calculation of the NAV per share will not reflect any distribution and stockholder servicing fees that may become payable after the date of the calculation, which fees may not ultimately be paid in certain circumstances, including if the Company was liquidated or if there was a listing of our common shares. Any estimated liability for future potential distribution and stockholder servicing fees, which will be accrued under GAAP at the time the corresponding share is sold, will not be reflected in the calculation of the NAV per share.

While the methodologies contained in our valuation guidelines are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), our ability to calculate NAV may be impaired or delayed, including, without limitation, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which we may rely in determining the NAV per share. In these circumstances, a more accurate valuation of our NAV per share could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in our Advisor’s reasonable judgment, the administration of the valuation guidelines would result in a valuation that does not represent a fair and accurate estimate of the value of the investment, alternative methodologies may be applied, provided that Altus provides us with a conclusion with respect to the reasonableness of our NAV per share and our Advisor must notify our board of directors at the next scheduled board meeting of any alternative methodologies utilized and their impact on the overall valuation of our investment. Notwithstanding the foregoing, our board of directors may suspend this offering and/or the share redemption program if it determines that the calculation of our NAV per share is materially incorrect or unreliable or there is a condition that restricts the valuation of a material portion of our assets. For a description of the risks associated with the determination of and reliance on an NAV per share of our Class T Shares, Class S Shares, Class D Shares and Class I Shares, see “Risk Factors—Risks Related to Investing in this Offering—Valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are estimates of value and may not necessarily correspond to realizable value.”

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As noted above, we conduct monthly valuations of our common stock. We expect that we will publish the NAV per share generally within 15 calendar days as of the last calendar day of each month. Promptly following any adjustment to the transaction price per share (which will impact the offering prices per share), we will file a prospectus supplement or post-effective amendment to the registration statement with the SEC disclosing the adjusted transaction prices and the effective date of such adjusted transaction prices. We also will post the updated information on our website at https://www.hinessecurities.com/hgit/. The new NAV per share will be the new transaction price for each share class.

Oversight by our Board of Directors

All parties engaged by us or involved in the valuation of our assets or calculation of our NAV, including Altus and our Advisor, are subject to the oversight of our board of directors, including our valuation committee. As part of this process, our Advisor reviews the estimates of our valuations for consistency with our valuation guidelines and informs our board of directors of its conclusions. Additionally, all such parties are available to meet with our board of directors and valuation committee to review valuation information, as well as our valuation policy and the operation and results of the valuation process generally. Our valuation committee has the right to engage additional valuation firms and pricing sources to review the valuation process or valuations, if deemed appropriate.

Determination of our NAV per share as of June 30, 2018 and May 31, 2018

With the authorization of the valuation committee of our board of directors, on June 15, 2018, we determined a new NAV per share of our common stock of $9.91 as of June 30, 2018. The new NAV per share represents a 1.1% increase from the previously determined NAV per share of $9.80 as of May 31, 2018.

Methodology

As described above, we have engaged Altus to assist in the determination of our NAV per share and to provide us with a conclusion with respect to the reasonableness of our NAV per share for each class of share of our common stock. All parties engaged by us in the calculation of our NAV per share, including our Advisor, are subject to the oversight of our valuation committee. Altus concluded that the NAV per share of our common stock as of May 31, 2018 and June 30, 2018, as set forth below, was reasonable.

The aggregate appraised value of our real estate property investments also represents an 11.4% increase when compared to the purchase price of the real estate investments excluding closing costs, transaction fees and additional capital investments since their acquisition. This 11.4% net increase resulted from an 10.0% appreciation in the aggregate appraised values of our real estate investments since their purchase, which includes a 1.4% appreciation resulting from the increased strength of foreign currency against the U.S dollar.

The table below sets forth the calculation of our NAV per share as of June 30, 2018 and May 31, 2018:



	June 30, 2018						May 31, 2018
	Gross Amount			Per Share			Gross Amount			Per Share
	(in thousands)						(in thousands)
Real estate investments	$	729,197		$	18.46		$	723,795		$	18.32
Other assets	42,182			1.07			42,914			1.09
Debt and other liabilities	(379,807		)	(9.62		)	(379,714		)	(9.61		)
NAV	$	391,572		$	9.91		$	386,995		$	9.80
Shares outstanding	39,499						39,494

Hines Global’s consolidated balance sheet as of June 30, 2018 includes a liability of $7.0 million related to distribution and stockholder servicing fees payable in the future with respect to the Class TX Shares, Class IX Shares, Class T Shares, and Class D Shares outstanding as that date. However, the NAV per share as of June 30, 2018 does not include any liability for distribution and stockholder servicing fees that may become payable after June 30, 2018, since these fees may not ultimately be paid in certain circumstances, including if Hines Global was liquidated or if there was a listing of our common stock.

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The valuations of our real properties as of June 30, 2018 were reviewed by Altus in accordance with our valuation procedures. Certain key assumptions that were used in the discounted cash flow analysis, which were determined by our Advisor and reviewed by Altus, are set forth in the following table based on weighted-averages by property type.



	Office	Industrial	Retail	Residential/Living	Weighted-Average Basis
Capitalization rate⁽¹⁾	5.99%	5.75%	6.35%	6.18%	6.11%
Discount rate / internal rate of return (“IRR”)	7.05%	8.65%	6.60%	7.70%	7.26%
Average holding period (years)	8.6	10.0	10.0	10.0	9.4

______________


(1)	Represents a direct capitalization rate for our international office property and an exit capitalization rate for our domestic office property.



Input	Hypothetical Change	Office	Industrial	Retail	Residential/Living	Weighted-Average Values
Capitalization rate⁽¹⁾ (weighted-average)	0.25% decrease	3.98%	3.47%	4.14%	1.73%	2.97%
	0.25% increase	(4.68)%	(3.18)%	(0.53)%	(2.92)%	(2.07)%
Discount rate (weighted-average)	0.25% decrease	1.45%	1.40%	3.65%	1.16%	2.08%
	0.25% increase	(1.43)%	(1.37)%	(0.18)%	(2.50)%	(1.34)%

______________


(1)	Represents a direct capitalization rate for our international office property and an exit capitalization rate for our domestic office property.

Set forth below is additional information regarding our NAV per share since February 29, 2016 (the date our board of directors first determined an NAV per share).


1.	Please see our Annual Reports on Form 10-K for the years ended December 31, 2016 and December 31, 2017 as well as our Current Reports on Form 8-K for additional information concerning the NAV per share determined as of prior dates.

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2.	Prior to February 29, 2016, $8.92 was considered pursuant to FINRA rules to be the “net investment value” of our shares, which was equal to the offering price per share of $10.00 in effect at that time, as arbitrarily determined by our board of directors, net of the applicable selling commissions, dealer manager fees and issuer costs.

Limitations of NAV Per Share and Offering Prices Per Share

Determination of the Net Tangible Book Value of Our Shares

As of March 31, 2018, the net tangible book value per each class of our shares was $7.18. Net tangible book value is a rough approximation of value calculated as total book value of assets minus total liabilities (all of which are adjusted for noncontrolling interests). It assumes that the value of real estate assets diminishes predictably over time as shown through the depreciation and amortization of real estate investments. Real estate values have historically risen or fallen with market conditions. Net tangible book value is used generally as a conservative measure of net worth that we do not believe reflects our estimated value per share. It is not intended to reflect the value of our assets upon an orderly liquidation in accordance with our investment objectives. However, after we begin acquiring real estate assets, net tangible book value will reflect certain dilution in value of our common stock from the issue price as a result of (i) accumulated depreciation and amortization of real estate investments, (ii) the funding of distributions from sources other than our cash flow from operations, if any, and (iii) the fees and expenses paid to our advisor and its affiliates in connection with the advisory services provided to us.

Restrictions on Roll-Up Transactions

Our charter contains various limitations on our ability to participate in Roll-up Transactions. In connection with any proposed transaction considered a “Roll-up Transaction” involving us and the issuance of securities of an entity, which we refer to as a Roll-up Entity, that would be created or would survive after the successful completion of the Roll-up Transaction, an appraisal of all our properties must be obtained from a competent independent appraiser. The properties must be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the properties as of a date immediately prior to the announcement of the proposed Roll-up Transaction. The appraisal shall assume an orderly liquidation of our properties over a 12-month period. The terms of the engagement of the independent appraiser must clearly state that the engagement is for our benefit and that of our stockholders. A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to our stockholders in connection with any proposed Roll-up Transaction. If the appraisal will be included in a prospectus used to offer the securities of a Roll-up Entity, the appraisal will be filed as an exhibit to the registration statement with the SEC and with any state where such securities are registered.

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A “Roll-up Transaction” is a transaction involving the acquisition, merger, conversion or consolidation, either directly or indirectly, of us and the issuance of securities of a Roll-up Entity. This term does not include:


•	a transaction involving the securities of Hines Global that have been listed on a national securities exchange or traded through the National Association of Securities Dealers Automatic Quotation National Market System for at least 12 months; or


•	a transaction involving our conversion into a corporate, trust, or association form if, as a consequence of the transaction, there will be no significant adverse change in any of the following: our common stockholder voting rights; the term of our existence; compensation to our Advisor or our sponsor; or our investment objectives.

In connection with a proposed Roll-up Transaction, the person sponsoring the Roll-up Transaction must offer to our common stockholders who vote “no” on the proposal the choice of:


•	accepting the securities of the Roll-up Entity offered in the proposed Roll-up Transaction; or


•	one of the following:


•	remaining as stockholders and preserving their interests on the same terms and conditions as existed previously; or


•	receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of our net assets.

We are prohibited from participating in any proposed Roll-up Transaction:


•	that would result in our common stockholders having democracy rights in a Roll-up Entity that are less than those provided in our charter and described elsewhere in this prospectus, including rights with respect to the election and removal of directors, annual reports, annual and special meetings, amendment of our charter and our dissolution;

•

that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-up Entity on the basis of the number of shares held by that investor;


•	in which investor’s rights to access of records of the Roll-up Entity will be less than those provided in the section of this prospectus entitled “Description of Capital Stock”; or


•	in which any of the costs of the Roll-up Transaction would be borne by us if the Roll-up Transaction is rejected by our common stockholders.

Stockholder Liability

Both the Maryland General Corporation Law and our charter provide that our stockholders are not liable personally or individually in any manner whatsoever for any debt, act, omission or obligation incurred by us or our board of directors.

The Maryland General Corporation Law provides that our stockholders are under no obligation to us or our creditors with respect to their shares other than the obligation to pay to us the full amount of the consideration for which their shares were issued.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan pursuant to which, if you subscribe for shares pursuant to this offering, your distributions will be automatically reinvested in additional whole or fractional common shares, unless you are a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Nebraska, New Jersey, Ohio or Washington, are a client of a participating broker dealer that does not permit automatic enrollment in our distribution reinvestment plan, or you elect not to become a participant by noting such election on your subscription agreement. If you are a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Nebraska, New

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Jersey, Ohio or Washington, or a client of a participating broker dealer that does not permit automatic enrollment in the distribution reinvestment plan, you may choose to enroll as a participant in our distribution reinvestment plan by noting such election on your subscription agreement.

If sufficient common shares are not available for issuance under our distribution reinvestment plan, we will remit excess distributions in cash to the participants. If you participate in the distribution reinvestment plan, we request that, if at any time you fail to meet the applicable income and net worth standards or are no longer able to make the other investor representations or warranties set forth in the then current prospectus, the subscription agreement or other applicable enrollment form pursuant to which you enrolled in the plan, you will promptly notify us in writing of that fact.

Stockholders purchasing common shares pursuant to the distribution reinvestment plan will have the same rights and will be treated in the same manner as if such common shares were purchased pursuant to this offering.

At least quarterly, we will provide or cause to be provided to each participant a confirmation showing the amount of the distribution reinvested in our shares during the covered period, the number of common shares owned at the beginning of the covered period, and the total number of common shares owned at the end of the covered period. We have the discretion not to provide a distribution reinvestment plan, and a majority of our board of directors may amend, suspend or terminate our distribution reinvestment plan for any reason, including to amend the per share price at which distributions are reinvested, at any time upon 10 days’ prior notice to the participants, which notice will be made via a current report on Form 8-K filed with the SEC; provided, however, our board will not be permitted to amend the plan if such amendment would eliminate plan participants’ ability to withdraw from the plan at least annually.

You may terminate your participation in the distribution reinvestment plan at any time by providing us with 10 days’ written notice. Your participation in the plan will also be terminated to the extent that a reinvestment of your distributions in our common shares would cause the percentage ownership limitation contained in our charter to be exceeded. In addition, your participation in the plan will be terminated upon our receipt of your submission of a request for redemption of your shares. Otherwise, unless you terminate your participation in our distribution reinvestment plan in writing, your participation will continue even if the shares to be issued under the plan are registered in a future registration. A withdrawal from participation in the distribution reinvestment plan will be effective only with respect to distributions paid more than 30 days after receipt of written notice.

If you participate in our distribution reinvestment plan and are subject to federal income taxation, you will incur a tax liability for distributions allocated to you even though you have elected not to receive the distributions in cash, but rather to have the distributions withheld and reinvested in our common shares. Specifically, you will be treated as if you have received the distribution from us in cash and then applied such distribution to the purchase of additional common shares. You will be taxed on the amount of such distribution as ordinary income to the extent such distribution is from current or accumulated earnings and profits, unless we have designated all or a portion of the distribution as a capital gain distribution. In addition, the difference between the public offering price of our shares and the amount paid for shares purchased pursuant to our distribution reinvestment plan may be deemed to be taxable as income to participants in the plan. Please see “Risk Factors—Risks Related to Taxes—Stockholders who participate in our distribution reinvestment plan may realize taxable income without receiving cash distributions.”

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Business Combinations

The Maryland General Corporation Law prohibits certain business combinations between a Maryland corporation and an interested stockholder or the interested stockholder’s affiliate for five years after the most recent date on which the stockholder becomes an interested stockholder. These business combinations include a merger, consolidation or share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:


•	any person who beneficially owns ten percent or more of the voting power of the corporation’s outstanding voting stock; or


•	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding stock of the corporation.

A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:


•	80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and


•	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the Maryland General Corporation Law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors of the corporation prior to the time that the interested stockholder becomes an interested stockholder. As permitted by the Maryland General Corporation Law, our board of directors has adopted a resolution presently opting out of the business combination provisions of Maryland law, but our board of directors retains discretion to alter or repeal, in whole or in part, this resolution at any time.

Control Share Acquisitions

With some exceptions, Maryland law provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding “control shares”:


•	owned by the acquiring person;


•	owned by officers; and


•	owned by employees who are also directors.

“Control shares” mean voting shares which, if aggregated with all other voting shares owned by an acquiring person or shares on which the acquiring person can exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, would entitle the acquiring person to exercise voting power in electing directors within one of the following ranges of voting power:


•	one-tenth or more but less than one-third;


•	one-third or more but less than a majority; or

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•	a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition occurs when, subject to some exceptions, a person directly or indirectly acquires ownership or the power to direct the exercise of voting power of issued and outstanding control shares. A person who has made or proposes to make a control share acquisition, upon satisfaction of some specific conditions, including an undertaking to pay expenses, may compel our board of directors to call a special meeting of our stockholders to be held within 50 days of a demand to consider the voting rights of the control shares. If no request for a meeting is made, we may present the question at any stockholders’ meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to some conditions and limitations, we may redeem any or all of the control shares (except those for which voting rights have been previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The control share acquisition statute does not apply to shares acquired in a merger, consolidation or share exchange if we are a party to the transaction or to acquisitions approved or exempted by our charter or bylaws.

As permitted by Maryland General Corporation Law, we have provided in our bylaws that the control share provisions of the Maryland General Corporation Law will not apply to any and all acquisitions by any person of our shares but our board of directors retains the discretion to change this provision in the future.

Subtitle 8

Subtitle 8 of Title 3 of the Maryland General Corporation Law permits a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934 and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions:


•	a classified board;


•	a two-thirds vote requirement for removing a director;


•	a requirement that the number of directors be fixed only by vote of the directors;


•	a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and


•	a majority requirement for the calling of a special meeting of stockholders.

We have elected, pursuant to Subtitle 8, to provide that vacancies on our board of directors may be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already vest in our board of directors the exclusive power to fix the number of directorships. We have not elected to be subject to any of the other provisions of Subtitle 8.

Tender Offers

Our charter provides that if any person makes a tender offer, including any “mini-tender” offer, such person must comply with most of the provisions of Regulation 14D of the Exchange Act, including the notice and disclosure requirements. Among other things, the offeror must provide us notice of such tender offer at least ten business days before initiating the tender offer. In addition, the non-complying offeror will be responsible for all of our expenses in connection with that offeror’s noncompliance.

Forum for Certain Litigation

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Our bylaws provide that unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any duty owed by any director or officer or employee of Hines Global to us or to our stockholders, (iii) any action asserting a claim against Hines Global or any director or officer or employee of Hines Global arising pursuant to any provision of the Maryland General Corporation Law, our charter or our bylaws, or (iv) any action asserting a claim against Hines Global or any director or officer or employee of Hines Global that is governed by the internal affairs doctrine.

Reports to Stockholders

Our charter requires that we prepare an annual report and deliver it to our stockholders within 120 days after the end of each fiscal year. Among the matters that must be included in the annual report are:


•	financial statements which are prepared in accordance with GAAP (or the then required accounting principles) and are audited by our independent registered public accounting firm;


•	if applicable, the ratio of the costs of raising capital during the year to the capital raised;


•	the aggregate amount of asset management fees and the aggregate amount of other fees paid to our Advisor and any affiliate of our Advisor by us or third parties doing business with us during the year;


•	our Total Operating Expenses for the year, stated as a percentage of our Average Invested Assets and as a percentage of our Net Income;


•	a report from the independent directors that our policies are in the best interests of our stockholders in the aggregate and the basis for such determination; and


•	separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving us and our Advisor, a director or any affiliate thereof during the year; and the independent directors are specifically charged with a duty to examine and comment in the report on the fairness of the transactions.

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PLAN OF DISTRIBUTION

General

We are offering up to $2,500,000,000 in shares of our common stock, in any combination of Class T Shares, Class S Shares, Class D Shares and Class I Shares, pursuant to this prospectus through Hines Securities, Inc., our Dealer Manager, a registered broker dealer which was organized in June 2003 and is affiliated with Hines. For additional information about our Dealer Manager, please see “Management—Our Dealer Manager.” We are offering up to $2,000,000,000 in any combination of Class T Shares, Class S Shares, Class D Shares and Class I Shares initially allocated to our primary offering and up to $500,000,000 in any combination of Class T Shares, Class S Shares, Class D Shares and Class I Shares initially allocated to our distribution reinvestment plan. If, prior to the termination of this offering, any of our shares initially allocated to our distribution reinvestment plan remain unsold, we may determine to sell some or all of such shares to the public in our primary offering. Similarly, if we have sold all of the shares allocated to the distribution reinvestment plan and there is additional demand for such shares, we may determine to reallocate to the distribution reinvestment plan shares initially allocated to our primary offering.

In order to become a stockholder, all investors must meet the suitability standards discussed in the section of this prospectus titled “Suitability Standards.” Our Class T Shares, Class S Shares, Class D Shares and Class I Shares are available for different categories of investors and have different upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees.

Class T Shares and Class S Shares are available through brokerage and transactional-based accounts. Class D Shares are generally available for purchase in this offering (1) through fee-based programs, also known as wrap accounts, that provide access to Class D Shares, (2) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class D Shares, (3) through certain registered investment advisors, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that we name in an amendment or supplement to this prospectus. Class I Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class I Shares, (4) by our executive officers and directors and their immediate family members, as well as officers and employees of our Advisor, Hines or other affiliates and their immediate family members, and, if approved by our board of directors, joint venture partners, consultants and other service providers, (5) through certain registered investment advisers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. The minimum initial investment for Class I Shares is $1,000,000, unless waived by us. If you are eligible to purchase all four classes of shares, you should consider, among other things, the amount of your investment, the length of time you intend to hold the shares and the upfront selling commissions, dealer manager fees and stockholder servicing fees attributable to the Class T Shares, Class S Shares or Class D Shares. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase. Neither our Dealer Manager nor its affiliates will directly or indirectly compensate any person engaged as an investment adviser or bank trust department as an inducement for such investment adviser or bank trust department to advise favorably for an investment in us. See “Questions and Answers About this Offering—What is the difference between the Class T Shares, Class S Shares, Class D Shares and Class I Shares being offered?” and consult with your financial advisor before making your investment decision.

This offering will commence as of the effective date of the registration statement of which this prospectus forms a part.

The number of shares we have registered pursuant to the registration statement of which this prospectus forms a part is the number that we reasonably expect to be offered and sold within two years from the initial effective date of the registration statement. Under applicable SEC rules, we may extend this offering one additional year if all of the shares we have registered are not yet sold within two years. With the filing of a registration

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statement for a subsequent offering, we may also be able to extend this offering beyond three years until the follow-on registration statement is declared effective. Pursuant to this prospectus, we are offering to the public all of the shares that we have registered. Although we have registered a fixed dollar amount of our shares, we intend effectively to conduct a continuous offering of an unlimited number of shares of our common stock over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415. In certain states, the registration of our offering may continue for only one year following the initial clearance by applicable state authorities, after which we will renew the offering period for additional one-year periods (or longer, if permitted by the laws of each particular state).

We reserve the right to terminate this offering at any time and to extend our offering term to the extent permissible under applicable law. Further, our board of directors, in its sole discretion, may determine from time to time during this offering to reclassify shares of our common stock, as permitted by our charter, in order to offer shares of one or more additional classes of common stock in this offering. Any additional class of common stock may be offered at a different price and may be subject to different fees and expenses than the shares currently being offered.

Purchase Price per Class T Share, Class S Share, Class D Share and Class I Share

The per share purchase price for shares of our common stock will be the then-current “transaction price,” plus applicable upfront selling commissions and dealer manager fees. The “transaction price” generally will be the most recently determined NAV per share for such class, as determined on a monthly basis, however, we may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. See “Description of Capital Stock—Valuation Policy and Procedures” for more information about the determination of our NAV per share.

If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you purchase in our primary offering will be invested in additional shares of the same class. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price applicable to the class of shares being acquired at the time the distribution is payable, which will generally be equal to our most recently determined NAV per share for that share class.

Underwriting Terms

We have not retained an underwriter in connection with this offering. Our common shares are being offered on a best efforts basis, which means that no underwriter, broker dealer or other person will be obligated to purchase any shares. Please see “Risk Factors—Risks Related to Investing in this Offering—This offering is a “best efforts” offering and if we are unable to raise substantial additional funds, we will be limited in the number and type of investments we may make which could negatively impact an investment in shares of our common stock.”

Front-End Selling Commissions and Discounts (Class T Shares and Class S Shares)

Except as provided below, we will pay our Dealer Manager upfront selling commissions of up to 3.0% of gross offering proceeds from Class T Shares sold in the primary offering and up to 3.5% of gross offering proceeds from Class S Shares sold in the primary offering. We will not pay selling commissions on Class D Shares and Class I Shares sold in the primary offering or on shares issued and sold pursuant to our distribution reinvestment plan. Further, as described below, the upfront selling commissions payable with respect to our common shares may be reduced in connection with volume discounts or other fee arrangements.

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The following table shows the upfront selling commissions and dealer manager fees payable at the time you subscribe for Class T Shares, Class S Shares, Class D Shares or Class I Shares:



	Maximum Upfront Selling Commissions as a % of Gross Offering Proceeds	Maximum Upfront Dealer Manager Fees as a % of Gross Offering Proceeds
Class T Shares	up to 3.0%	0.5	%
Class S Shares	up to 3.5%	None
Class D Shares	None	None
Class I Shares	None	None

Volume Discounts (Class T Shares and Class S Shares)

Investors who purchase $150,000 or more in Class T Shares or Class S Shares from the same broker dealer, whether in a single purchase or as the result of multiple purchases, may be eligible for volume discounts on the upfront selling commissions. Our Dealer Manager and any participating broker dealers and their registered representatives will be responsible for implementing the volume discounts. The net offering proceeds we receive will not be affected by any reduction of upfront selling commissions. Certain participating broker dealers may elect not to offer volume discounts to their clients.

The following table illustrates the various discount levels that may be offered for Class T Shares and Class S Shares purchased in the primary offering:



Your Investment	Upfront Selling Commissions as a % of Gross Offering Proceeds from the Sale of Class S Shares		Upfront Selling Commissions as a % of Gross Offering Proceeds from the Sale of Class T Shares
Up to $149,999.99	3.50	%	3.00	%
$150,000 to $499,999.99	3.00	%	2.50	%
$500,000 to $999,999.99	2.50	%	2.00	%
$1,000,000 and up	2.00	%	1.50	%

If you qualify for a volume discount as the result of multiple purchases of our Class T Shares or Class S Shares, you will receive the benefit of the applicable volume discount for the individual purchase which qualified you for the volume discount, but you will not be entitled to the benefit for prior purchases. Additionally, once you qualify for a volume discount, you will receive the benefit for subsequent purchases through the same participating broker dealer. For this purpose, if you purchase Class T Shares or Class S Shares issued and sold in this offering you will receive the benefit of such Class T Shares or Class S Shares purchases in connection with qualifying for volume discounts in our subsequent offerings through the same participating broker dealer.

For purposes of qualifying for a volume discount as the result of multiple purchases of shares, only an individual or entity with the same social security number or taxpayer identification number, as applicable may combine their purchases as a “single purchaser”; provided that, purchases by an individual investor and his or her spouse living in the same household may also be combined as a “single purchaser” for purposes of determining the applicable volume discount.

Requests to combine purchase orders of Class T Shares or Class S Shares as a part of a combined order for the purpose of qualifying for discounts must be made in writing by the broker dealer, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers. The net proceeds we receive from the sale of shares will not be affected by discounts provided as a result of a combined order.

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Your ability to receive a discount based on combining orders or otherwise may depend on the financial advisor or broker dealer through which you purchase your Class T Shares or Class S Shares. An investor qualifying for a discount will receive a higher percentage return on his or her investment than investors who do not qualify for such discount. In addition, an investor qualifying for a discount generally will pay the same total underwriting compensation on their investment as an investor that does not qualify for a discount; however, the investor qualifying for the discount will pay the distribution and stockholder servicing fees for a longer period of time than the investor that does not qualify for a discount. Accordingly, you should consult with your financial advisor about the ability to receive such discounts or fee waivers before purchasing Class T Shares or Class S Shares.

Shares sold at the discounts described above are identical in all respects to shares sold without such discounts, with equal distribution, liquidation and other rights.

Dealer Manager Fees (Class T Shares)

Our Dealer Manager will also receive a dealer manager fee with respect to Class T Shares as compensation for managing and coordinating the offering, working with participating broker dealers and registered investment advisors and providing sales and marketing assistance. Our Dealer Manager will be paid dealer manager fees of up to 0.5% of gross offering proceeds of Class T Shares sold in the primary offering. We will not pay dealer manager fees with respect to Class S Shares, Class D Shares and Class I Shares sold in the primary offering or on shares issued and sold pursuant to our distribution reinvestment plan.

Distribution and Stockholder Servicing Fees (Class T Shares, Class S Shares and Class D Shares)

Subject to FINRA limitations on underwriting compensation and certain other limitations described below, we will pay our Dealer Manager a distribution and stockholder servicing fee (i) with respect to our outstanding Class T Shares and Class S Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class T Shares and Class S Shares, as applicable, and (ii) with respect to our outstanding Class D Shares, in an amount equal to up to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares. We will not pay a distribution and stockholder servicing fee with respect to our outstanding Class I Shares.

Our Dealer Manager may reallow or advance all or a portion of the distribution and stockholder servicing fees to participating broker dealers or to servicing broker dealers, as applicable. In addition, our Dealer Manager expects to pay marketing fees to certain participating broker dealers out of the portion of the distribution and stockholder servicing fee that the Dealer Manager does no reallow to participating broker dealers and servicing broker dealers.

The following table shows the distribution and stockholder servicing fees we will pay our Dealer Manager with respect to the Class T Shares, Class S Shares, Class D Shares and Class I Shares on an annualized basis as a percentage of our NAV for such class. The distribution and stockholder servicing fees will be paid monthly in arrears:



	Distribution and Stockholder Servicing Fee as a % of NAV
Class T Shares	1.00	%
Class S Shares	1.00	%
Class D Shares	0.25	%
Class I Shares	None

We will cease paying the distribution and stockholder servicing fee with respect to any Class T Share, Class S Share or Class D Share at the end of the month in which the transfer agent, on our behalf, determines that total upfront selling commissions, dealer manager fees and the distribution and stockholder servicing fees paid with respect to the Class T Shares, Class S Shares or Class D Shares, as applicable, held by a stockholder in his or her particular account would exceed 8.75% (or, in the case of shares sold through certain participating broker dealers, a

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lower limit as set forth in any applicable agreement between our Dealer Manager and a participating broker dealer) of the gross proceeds from the sale of Class T Shares, Class S Shares or Class D Shares, as applicable (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, each such Class T Share, Class S Share or Class D Share (and any shares issued under our distribution reinvestment plan with respect thereto) will convert into a number of Class I Shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the distribution and stockholder servicing fee will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class T Share or Class S Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 5.44 years from the date of purchase and with respect to a Class D Share (in the case of a limit of 8.75% of gross proceeds) over a period of approximately 35 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees and a constant NAV per share of $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary. Under these assumptions, if a stockholder holds his or her shares for these time periods, this fee with respect to a Class T Share or Class S Share would total approximately $0.54 and with respect to a Class D Share would total approximately $0.87.

In addition, we will cease paying the distribution and stockholder servicing fees with respect to Class T Shares, Class S Shares and Class D Shares on the earlier to occur of the following: (i) a listing of our common shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including upfront selling commissions, dealer manager fees, distribution and stockholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. Upon the earlier to occur of such events, our Class T Shares, Class S Shares and Class D Shares will convert into a number of Class I Shares (including any fractional shares) with an equivalent NAV as such shares. We will further cease paying the distribution and stockholder servicing fee on any Class T Share, Class S Share or Class D Share that is redeemed or repurchased, as well as upon our dissolution, liquidation or the winding up of our affairs, or a merger or other extraordinary transaction to which we are a party and in which the Class T Shares, Class S Shares or Class D Shares, each as a class, are exchanged for cash or other securities. We cannot predict if or when this will occur for each Class T Share, Class S Share or Class D Share.

The aggregate amount of underwriting compensation for the Class T Shares, Class S Shares, Class D Shares and Class I Shares, from all sources in connection with this offering, including the distribution and stockholder servicing fees with respect to Class T Shares, Class S and Class D Shares, will not exceed the 10% cap on underwriting compensation imposed by FINRA Rule 2310.

Other Compensation

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for all such advanced expenses, as well as any organization and offering expenses incurred in prior periods related to our initial public offering, ratably over the 60 months following December 31, 2019, to the extent reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings.

Following December 31, 2019, we will reimburse our Advisor for any organization and offering expenses that it incurs on our behalf as and when incurred, to the extent that aggregate reimbursements to our Advisor for cumulative organization and offering expenses do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. Although the cap on reimbursements to our Advisor and its affiliates for cumulative organization and offering expenses is equal to 2.5% of gross offering proceeds from our public offerings, we estimate that the total reimbursement that will be paid to our Advisor and its affiliates from the proceeds of this offering for organization and offering expenses incurred will be equal to approximately 1.17% of the maximum gross offering proceeds from the primary offering.

Included in the organization and offering expenses for which we will reimburse our Advisor are amounts that our Advisor will use to reimburse our Dealer Manager for underwriting expenses in connection with the offering. Such underwriting expenses of our Dealer Manager may include, without limitation, fees paid by registered representatives associated with our Dealer Manager to attend retail seminars sponsored by participating broker dealers, costs associated with sponsoring conferences, including reimbursements for registered representatives associated with participating broker dealers to attend educational conferences sponsored by us or our Dealer Manager, reimbursements for customary lodging, meals and reasonable entertainment expenses and promotional items, technology costs and legal fees of our Dealer Manager. The marketing fees may be paid to any particular participating broker dealer based upon prior or projected volume of sales and the amount of marketing assistance and the level of marketing support provided by a participating broker dealer in the past and anticipated to be provided in this offering. Any such underwriting expenses must comply with FINRA Rules, including FINRA Rules concerning non-cash compensation.

Other than the fees described above, we may not pay referral or similar fees to any professional or other person in connection with the distribution of the shares in this offering.

We have agreed to indemnify participating broker dealers, registered investment advisors, our Dealer Manager and our Advisor against material misstatements and omissions contained in this prospectus, as well as other potential liabilities arising in connection with this offering, including liabilities arising under the Securities Act, subject to certain conditions. Our Dealer Manager will also indemnify participating broker dealers and registered investment advisors against such liabilities, and under certain circumstances, our sponsor and/or our Advisor may agree to indemnify participating broker dealers and registered investment advisors against such liabilities.

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The table below shows the estimated maximum compensation payable to our Dealer Manager, all or a portion of which may be reallowed to participating broker dealers in connection with this offering. In order to show the maximum amount of compensation that may be paid in connection with this offering, the following table assumes that (1) we sell all of the shares offered by this prospectus, (2) all shares sold in the offering are Class S Shares, (3) no shares are reallocated between the primary offering and the distribution reinvestment plan, (4) all Class S Shares are sold with the highest possible upfront selling commissions of 3.5% of gross offering proceeds and (5) the NAV per share remains equal to $9.91, which is our NAV per share as of June 30, 2018. We expect our NAV per share will vary. The table does not give effect to any shares issued pursuant to our distribution reinvestment plan. The following table also assumes that we will cease paying distribution and stockholder servicing fees with respect to any Class S Share after the time the total upfront selling commissions, dealer manager fees and distribution and stockholder servicing fees paid with respect to Class S Shares held by a stockholder within his or her particular account reach 8.75% of the gross proceeds from the sale of such Class S Share.

Maximum Estimated Underwriting Fees and Expenses
At Maximum Primary Offering of $2,000,000,000



Upfront selling commissions	$	70,000,000	3.5	%
Distribution and stockholder servicing fees⁽¹⁾	105,000,000		5.3	%
Reimbursement of wholesaling activities⁽²⁾	9,265,951		0.5	%
Total	$	184,265,951	9.3	%

______________


(1)	We will pay our Dealer Manager ongoing distribution and stockholder servicing fees with respect to our outstanding Class S Shares, in an amount equal to up to 1.0% per annum of the aggregate NAV of our outstanding Class S Shares. Our Dealer Manager may reallow or advance all or a portion of the distribution and stockholder servicing fees to participating broker dealers as described above.

(2)

Wholesale reimbursements consist primarily of (a) fees paid for registered representatives associated with our Dealer Manager to attend retail seminars sponsored by participating broker dealers, (b) costs associated with sponsoring conferences, including reimbursements for registered representatives associated with participating broker dealers to attend educational conferences sponsored by us or our Dealer Manager, (c) reimbursements for customary lodging, meals and reasonable entertainment expenses and promotional items, technology costs, and legal fees of our Dealer Manager, (d) commissions and non-transaction based compensation paid to registered persons associated with our Dealer Manager in connection with the wholesaling of our offering, and (e) expense reimbursements for actual costs incurred by registered persons associated with our Dealer Manager in the performance of wholesaling activities. As described above, our Advisor will reimburse our Dealer Manager for the expenses set forth in (a), (b) and (c), which constitute organization and offering expenses that will be incurred by or on behalf of the Company by our Advisor and its affiliates and, for which we will in turn reimburse our Advisor from the proceeds of this offering. In addition, our Dealer Manager expects to pay for the expenses set forth in (d) and (e) above using the portion of the selling commissions and distribution and stockholder servicing fees that our Dealer Manager does not reallow to participating broker dealers, however, to the extent such expenses exceed the portion of the selling commissions and distribution and stockholder servicing fees that, our Dealer Manager does not reallow to participating broker dealers, our Advisor will reimburse our Dealer Manager for such expenses without reimbursement from us, in each case, to the extent permissible under applicable FINRA rules.

The Subscription Process and Admission of Stockholders

We and participating broker dealers selling shares on our behalf are required to make every reasonable effort to determine whether a purchase of our shares is suitable for you. The participating broker dealers shall transmit promptly to our transfer agent the completed subscription documentation and any supporting documentation we may reasonably require. To purchase shares pursuant to this offering, you must deliver a completed subscription agreement, in substantially the form that accompanies this prospectus, any required supporting documentation and the payment for the entire subscription amount. You should pay for your shares by check payable to or wire transfer directed to Hines Global Income Trust, Inc.

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Our Dealer Manager and participating broker dealers are required to deliver to you a copy of the final prospectus. We plan to make this prospectus and the appendices available electronically to our Dealer Manager and the participating broker dealers, as well as to provide them paper copies, and such documents will be available on our website at www.hinessecurities.com/hgit/sec-filings/. Any prospectus, amendments and supplements, as well as any quarterly reports, annual reports, proxy statements or other reports required to be made available to you will be posted on our website at www.hinessecurities.com/hgit/sec-filings/.

Subscriptions to purchase shares may be made on an ongoing basis, but investors may only purchase shares pursuant to accepted subscriptions as of the first calendar day of each month (based on the prior month’s transaction price). Subscription requests must be received in “good order,” which means, for these purposes, that all required information has been completed and provided, all proper signatures have been provided, and full funds for payment have been provided. A subscription request in “good order” must be received at least five business days prior to the first calendar day of the month (unless waived by our Dealer Manager or otherwise agreed to between the Dealer Manager and the applicable participating broker dealer). Subscriptions will be effective only upon our receipt and acceptance.

Subscription requests will not be accepted by us before the later of (i) two business days before the first calendar day of each month and (ii) three business days after we make the transaction price (including any subsequent revised transaction price in the circumstances described below) publicly available by posting it on our website at www.hinessecurities.com/hgit/ and filing a prospectus supplement with the SEC (or in certain cases after we have delivered notice of such price directly to subscribers as discussed below). You are not committed to purchase shares at the time your subscription order is submitted and any subscription may be canceled at any time before the time it has been accepted by us as described above. As a result, you will have a minimum of three business days after the transaction price for that month has been announced to withdraw your request before you are committed to purchase the shares. Generally, you will not be provided with direct notice of the transaction price when it becomes available. Therefore, if you wish to know the transaction price prior to your subscription being accepted you must check our website or our filings with the SEC prior to the time your subscription is accepted.

However, if the transaction price is not made available on or before the eighth business day before the first calendar day of the month (which is six business days before the earliest date we may accept subscriptions), or a previously disclosed transaction price for that month is changed, then we will provide notice of such transaction price (and the first day on which we may accept subscriptions) directly to subscribing investors when such transaction price is made available. In such cases, you will have at least three business days from delivery of such notice before your subscription is accepted.

We have the right to accept or reject your subscription for any reason. If we reject the subscription, or if the subscription request is canceled before it is accepted or withdrawn, we will return the subscription agreement and the related funds, without interest or deduction, within ten business days after such rejection, cancellation or withdrawal. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on our toll-free information line at (888) 220-6121. If we accept your subscription, you will receive a confirmation of acceptance of your subscription.

Shares generally will be sold at the prior month’s NAV per share of the class of shares being purchased, plus applicable upfront selling commissions and dealer manager fees. Although the price you pay for our shares will generally be based on the prior month’s NAV per share, the NAV per share of such stock for the month in which you make your purchase may be significantly different. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share (including by updating a previously disclosed transaction price) or suspend our offering in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. We establish a new NAV per share on a monthly basis.

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Investments through IRA Accounts

Community National Bank has agreed to act as an IRA custodian for investors who would like to purchase shares through an IRA. For any account holder that makes and maintains an investment equal to or greater than $10,000 in shares of our common stock through an IRA for which Community National Bank serves as custodian, we will pay the base fee for the first calendar year. Beginning on the date that their accounts are established, all investors will be responsible for any other fees applicable to their accounts. Further information about custodial services is available through your broker or through our Dealer Manager. See “Questions and Answers About This Offering—Who can help answer my questions?” for the Dealer Manager’s contact information.

Subscription Agreement

The general forms of subscription agreement that investors will use to subscribe for the purchase of shares in this offering is included as Appendix A to this prospectus. The subscription agreement requires all investors subscribing for shares to make the following certifications or representations:


•	your tax identification number set forth in the subscription agreement is accurate and you are not subject to backup withholding;


•	a copy of this prospectus was delivered or made available to you at least 5 business days prior to the date of your subscription agreement;


•	you meet the minimum income, net worth and any other applicable suitability standards established for you, as described in the “Suitability Standards” section of this prospectus;


•	you are purchasing the shares for your own account; and


•	you acknowledge that there is no public market for the shares and, thus, your investment in shares is not liquid.

The above certifications and representations are included in the subscription agreement in order to help satisfy the responsibility of participating broker dealers and our Dealer Manager to make every reasonable effort to determine that the purchase of our shares is a suitable and appropriate investment for you and that appropriate income tax reporting information is obtained. We will not sell any shares to you unless you are able to make the above certifications and representations by executing the subscription agreement. By executing the subscription agreement, you will not, however, be waiving any rights you may have under the federal securities laws.

Determinations of Suitability

Our sponsor and each participating broker dealer who sells shares on our behalf has the responsibility to make every reasonable effort to determine that the purchase of shares in this offering is a suitable and appropriate investment based on information provided by the prospective investor regarding, among other things, each prospective investor’s financial situation and investment objectives. In making this determination, participating broker dealers who sell shares on our behalf may rely on, among other things, relevant information provided by the prospective investors. Each prospective investor should be aware that participating broker dealers are responsible for determining suitability and will be relying on the information provided by prospective investors in making this determination. In making this determination, participating broker dealers have a responsibility to ascertain that each prospective investor:


•	meets the minimum income and net worth standards set forth under the “Suitability Standards” section of this prospectus;


•	can reasonably benefit from an investment in our shares based on the prospective investor’s investment objectives and overall portfolio structure;

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•	is able to bear the economic risk of the investment based on the prospective investor’s net worth and overall financial situation; and


•	has apparent understanding of:


•	the fundamental risks of an investment in the shares;


•	the risk that the prospective investor may lose his or her entire investment;


•	the lack of liquidity of the shares;


•	the restrictions on transferability of the shares; and


•	the tax consequences of an investment in the shares.

Participating broker dealers are responsible for making the determinations set forth above based upon information relating to each prospective investor concerning his age, investment objectives, investment experience, income, net worth, financial situation and other investments of the prospective investor, as well as other pertinent factors. Each participating broker dealer is required to maintain records of the information used to determine that an investment in shares is suitable and appropriate for an investor. These records are required to be maintained for a period of at least six years.

Minimum Investment

In order to purchase shares in this offering, you must initially invest at least $2,500 for Class T Shares, Class S Shares or Class D Shares and $1,000,000 in Class I Shares, unless waived by us. Thereafter, subject to restrictions imposed by state law, you may purchase additional shares in whole or fractional share increments subject to a minimum for each additional purchase of $50. You should carefully read the minimum investment requirements explained in the “Suitability Standards” section of this prospectus.

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THE OPERATING PARTNERSHIP

We conduct most of our operations through the Operating Partnership. The following is a summary of the material provisions of the Limited Partnership Agreement of the Operating Partnership, which we refer to as the Partnership Agreement, and is qualified by the specific language in the Partnership Agreement, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

General

The Operating Partnership was formed on July 31, 2013 to hold our assets. It will allow us to operate as what is generally referred to as an “Umbrella Partnership Real Estate Investment Trust,” or an “UPREIT,” which structure is utilized generally to provide for the acquisition of real property from owners who desire to defer taxable gain that would otherwise be recognized by them upon the disposition of their property. These owners may also desire to achieve diversity in their investment and other benefits afforded to owners of stock in a REIT. For purposes of satisfying the asset and income tests for qualification as a REIT for tax purposes, the REIT’s proportionate share of the assets and income of the Operating Partnership will be deemed to be assets and income of the REIT.

A property owner may contribute property to an UPREIT in exchange for limited partner units on a tax-free basis. In addition, the Operating Partnership is structured to make distributions with respect to OP Units that will be equivalent to the distributions made to holders of our common shares. Finally, a limited partner in the Operating Partnership may exercise its right, under certain conditions to exchange his or her interests in the Operating Partnership for cash or shares of our common stock, generally at our election, in a taxable transaction.

The Partnership Agreement contains provisions which would allow, under certain circumstances, other entities, including other investment vehicles sponsored by Hines or its affiliates, to merge into or cause the exchange or conversion of their interests for limited partner interests in the Operating Partnership. In the event of such a merger, exchange or conversion, the Operating Partnership may issue additional OP Units which would generally be entitled to the same exchange rights as other holders of OP Units of the Operating Partnership. We may also create separate classes or series of OP Units having privileges, variations and designations as we may determine in our sole and absolute discretion.

We expect to hold most of our assets and conduct most of our operations through the Operating Partnership although we may hold some of our assets and conduct certain of our operations directly. We are the sole general partner of the Operating Partnership and, as of December 31, 2017, we owned a 99.9% ownership interest in the Operating Partnership, Hines Global REIT II Associates Limited Partnership owned a 0.1% ownership interest in the Operating Partnership as a limited partner and our Advisor owned the Special OP Units, which entitles it to the performance participation interest. Please see “—Special OP Units” below for a description of the Special OP Units owned by our Advisor. As the sole general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership.

Purposes and Powers

The Operating Partnership is organized as a Delaware limited partnership. The purposes of the Operating Partnership are to conduct any lawful business that may be conducted by a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act; provided however, that such business shall be limited to and conducted in such a manner as to permit us at all times to qualify as a REIT, unless we otherwise cease to qualify as a REIT. The Operating Partnership may also be a partner (general or limited) in partnerships (general or limited), a venturer in joint ventures, a stockholder in corporations, a member in limited liability companies or an investor in any other type of business entity created to accomplish all or any of the foregoing.

Operations

The Partnership Agreement requires that the Operating Partnership be operated in a manner that will enable us to satisfy the requirements for being classified as a REIT for tax purposes (unless we otherwise cease to qualify

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as a REIT), avoid any federal income or excise tax liability and ensure that the Operating Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code, which classification could result in the Operating Partnership being taxed as a corporation, rather than as a partnership. Please see “Material U.S. Federal Income Tax Considerations—Tax Aspects of Our Investments in Our Operating Partnership.” The Partnership Agreement provides that, except as provided below with respect to the Special OP Units, the Operating Partnership may distribute cash flow from operations to its partners in accordance with their relative percentage interests, on a monthly basis or, at our election, more or less frequent basis, in amounts determined by us such that generally a holder of one OP Unit in the Operating Partnership will receive an amount of annual cash flow distributions from the Operating Partnership equal to the amount of annual distributions paid to the holder of one of our common shares.

In addition to the administrative and operating costs and expenses incurred by the Operating Partnership in acquiring and operating real estate investments, the Operating Partnership will pay all of our administrative costs and expenses. Such expenses will include:


•	all expenses relating to the continuity of our existence;


•	all expenses associated with the preparation and filing of any periodic reports by us under federal, state or local laws or regulations;


•	all expenses associated with compliance by us with applicable laws, rules and regulations;


•	all costs and expenses relating to any issuance or repurchase of OP Units or our common shares; and


•	all our other operating or administrative costs incurred in the ordinary course of our business on behalf of the Operating Partnership.

Amendments

The consent of limited partners holding 67% of the aggregate percentage interest held by all limited partners is required to approve certain amendments to the Partnership Agreement, including amendments that:


•	affect the conversion factor or redemption right in any manner adverse to the limited partners; and


•	adversely affect the rights of the limited partners to receive distributions payable to them other than with respect to the issuance of certain partnership units.

Additionally, the written consent of the general partner and any partner adversely affected is required to amend the Partnership Agreement if the amendment would alter the Operating Partnership’s allocations of profit and loss to the limited partners, other than with respect to the issuance of certain partnership units, or would enlarge the obligation of such partner to make capital contributions to the Operating Partnership or the amendment would alter the right or entitlement of any such partner or its affiliates to receive distributions of cash or other property or allocations of items of income, gain, deduction, loss or credits.

Transferability of Our General Partner Interest

We may not (1) voluntarily withdraw as the general partner of the Operating Partnership, (2) engage in any merger, consolidation or other business combination, or (3) transfer our general partnership interest in the Operating Partnership (except to a wholly owned subsidiary), unless the transaction in which such withdrawal, business combination or transfer occurs results in the holders of OP Units receiving or having the right to receive an amount of cash, securities or other property equal in value to the amount they would have received if they had exercised their exchange rights immediately prior to such transaction or unless, in the case of a merger or other business combination, the successor entity contributes substantially all of its assets to the Operating Partnership in return for an interest in the Operating Partnership and agrees to assume all obligations of the general partner of the Operating Partnership. We may also enter into a business combination or we may transfer our general partnership interest

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upon the receipt of the consent of a majority-in-interest of the holders of OP Units and the consent of the holder of the Special OP Units. With certain exceptions, the holders of OP Units may not transfer their interests in the Operating Partnership, in whole or in part, without our written consent, as general partner.

Voting Rights

When the consent of partners is required to approve certain actions, such as amendments to the Partnership Agreement or a transfer of our interests in the Operating Partnership as referenced above, such matters must be approved by the holders of OP Units holding the applicable percentage of OP Units required and the holder of the Special OP Units.

Class T OP Units, Class S OP Units, Class D OP Units and Class I OP Units

Partnership interests in the Operating Partnership, other than the special limited partnership interest represented by the Special OP Units and general partner interest, are currently divided into four classes of OP Units: (a) Class T OP units; (b) Class S OP units; (c) Class D OP units; and (d) Class I OP units. In general, the Class T OP units, Class S OP units, Class D OP units and Class I OP units are intended to correspond on a one-for-one basis with our Class T Shares, Class S Shares, Class D Shares and Class I Shares. When we receive proceeds from the sale of shares of our common stock, we will contribute such proceeds to the Operating Partnership and receive OP Units that correspond to the classes of our shares sold.

In general, each Class T OP unit, Class S OP unit, Class D OP unit and Class I OP unit will share in distributions from the Operating Partnership when such distributions are declared by us, the general partner, which decision will be made in our sole discretion. Upon the Operating Partnership’s liquidation, Class T OP units, Class S OP units and Class D OP units will automatically convert to Class I OP units, in each case in proportion to the NAV per unit of each class, and the resulting Class I OP units will share on a unit-by-unit basis in the assets of the operating partnership that are available for distribution, after payment of all liabilities, establishment of reserves and after payment of any preferred return owed to holders of any limited partnership preferred units and payment of the portion distributable to the holder of the Special OP Units. In addition, a portion of the items of income, gain, loss and deduction of the operating partnership for U.S. federal income tax purposes will be allocated to each limited partnership unit, regardless of whether any distributions are made by the Operating Partnership.

For each Class T OP unit, Class S OP unit, Class D OP unit or Class I OP unit, investors generally will be required to contribute money or property, with a net equity value determined by the general partner. Holders of OP Units will not be obligated to make additional capital contributions to the Operating Partnership. Further, these holders will not have the right to make additional capital contributions to the Operating Partnership or to purchase additional OP Units without our consent as general partner.

Our Advisor may elect to receive its asset management fee in cash, Class I Shares or Class I OP units, and also may elect to receive distributions on its performance participation allocation in cash or Class I OP units. See “Management Compensation—Asset Management Fee” and “—Special OP Units” below.

For holders other than us, our Advisor and affiliates of our Advisor, after owning an OP Unit for one year, OP Unit holders generally may, subject to certain restrictions, exchange Operating Partnership units for, at our sole discretion, a corresponding number of shares of our common stock or cash. Our Advisor and its affiliates may request the Operating Partnership to repurchase their OP units at any time. Any such repurchase requests will not be subject to the 5% holding discount under our share redemption program but, if such OP Units were issued in lieu of a cash asset management fee or performance participation allocation, the repurchase will be subject to the monthly and quarterly volume limitations of our share redemption program. The Operating Partnership will repurchase any such OP Units for cash in an amount determined in accordance with the Partnership Agreement, which generally will equal the aggregate NAV of such OP Units, unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or our charter, in which case such OP Units will be repurchased for shares of our common stock with an equivalent aggregate NAV.

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Our Advisor and its affiliates may exchange OP units for a corresponding number of shares at any time. Our Advisor and its affiliates will have registration rights with respect to shares of our common stock. See “Description of Capital Stock—Registration Rights Agreement.”

In addition, in the event we determine to acquire a property directly, or indirectly but not through the Operating Partnership, and we determine that additional funds are needed to acquire the property, the Partnership Agreement provides that, if the Operating Partnership has funds available, we may direct the Operating Partnership to distribute the funds to us or to redeem certain of our OP Units for cash.

Special OP Units

As long as the Advisory Agreement has not been terminated (including by means of non-renewal), our Advisor, as the holder of the Special OP Units, will be entitled to a performance participation interest in the Operating Partnership that entitles it to receive an allocation from our Operating Partnership equal to 12.5% of the Total Return, subject to a 5% Hurdle Amount, with a Catch-Up (each term as defined below). Such allocation will be made annually and accrue monthly.

Specifically, our Advisor will be allocated a performance participation in an amount equal to:

•

First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to our Advisor equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to our Advisor pursuant to this clause (this is commonly referred to as a “Catch-Up”); and


•	Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

“Total Return” for any period since the end of the prior calendar year shall equal the sum of:


(i)	all distributions accrued or paid (without duplication) on the OP Units outstanding at the end of such period since the beginning of the then-current calendar year, plus


(ii)	the change in aggregate NAV of such units since the beginning of the year, before giving effect to (x) changes resulting solely from the proceeds of issuances of OP Units, (y) any allocation/accrual to the performance participation interest and (z) applicable distribution and stockholder servicing fee expenses (including any payments made to us for payment of such expenses).

For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such units. In addition, with respect to a year in which we complete a liquidity event, the calculation of Total Return will include any change in the aggregate NAV of the OP Units outstanding will be deemed to equal the difference between the aggregate NAV of such units at the beginning of the year and the aggregate value of such units determined in connection with such liquidity event.

“Hurdle Amount” for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the NAV of the OP Units outstanding at the beginning of the then-current calendar year and all OP Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such units and all issuances of OP Units over the period. The ending NAV of the OP Units used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the performance participation interest and applicable distribution and stockholder servicing fee expenses, provided that the calculation of the Hurdle Amount for any period will exclude any OP Units repurchased during such period, which units will be subject to the performance participation allocation upon repurchase as described below.

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Except as described in Loss Carryforward Amount below, any amount by which Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.

“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any OP Units repurchased during such year, which units will be subject to the performance participation allocation upon repurchase as described below. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the performance participation allocation. Our Advisor will also be allocated a performance participation with respect to all OP Units that are repurchased at the end of any month (in connection with redemptions of our shares in our share redemption program) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation.

Distributions on the performance participation interest may be payable in cash or Class I OP units at the election of our Advisor. If our Advisor elects to receive such distributions in Class I OP units, our Advisor may request the Operating Partnership to repurchase such Class I OP units from at a later date. Any such repurchase requests will not be subject to the 5% holding discount under our share redemption program but will be subject to the monthly and quarterly volume limitations of our share redemption program. The Operating Partnership will repurchase any such OP Units for cash in an amount determined in accordance with the Limited Partnership Agreement of the Operating Partnership, which generally will equal the aggregate NAV of such OP Units, unless our board of directors determines that any such repurchase for cash would be prohibited by applicable law or our charter, in which case such OP Units will be repurchased for shares of our common stock with an equivalent aggregate NAV.

The NAV of the Operating Partnership calculated on the last trading day of a calendar year shall be the amount against which changes in NAV are measured during the subsequent calendar year. In our first calendar year of operations, the performance participation allocation will be prorated for the portion of the calendar year.

The measurement of the foregoing net assets change is also subject to adjustment by our board of directors to account for any unit dividend, unit split, recapitalization or any other similar change in the Operating Partnership’s capital structure or any distributions made after the commencement of this offering that the board of directors deems to be a return of capital (if such changes are not already reflected in the Operating Partnership’s net assets).

Our Advisor will not be obligated to return any portion of performance participation allocation paid based on our subsequent performance.

Changes in our Operating Partnership’s NAV per unit of each class will generally correspond to changes in our NAV per share of the corresponding class of our common stock, except that for purposes of calculating the performance participation allocation to be distributed to our Advisor, the effect of any allocation to the performance participation interest or any distribution and stockholder servicing fees will be excluded. Distributions with respect to the performance participation interest are calculated from the Operating Partnership’s Total Return over a calendar year. As a result, our Advisor may be entitled to receive compensation under the performance participation allocation for a given year even if some of our stockholders who purchased shares during such year experienced a decline in NAV per share. Similarly, stockholders whose shares are repurchased during a given year may have their shares repurchased at a lower NAV per share as a result of an accrual for the estimated performance participation at such time, even if no performance participation allocation for such year is ultimately payable to our Advisor at the end of such calendar year.

In the event the Advisory Agreement is terminated, the holder of the Special OP Units will be allocated any accrued performance participation as of the date of such termination.

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Capital Contributions

If any partner contributes additional capital to the Operating Partnership, the partner will receive additional OP Units and its percentage interest in the Operating Partnership will be increased on a proportionate basis based upon the amount of such additional capital contributions and the value of the Operating Partnership at the time of such contributions; provided, that, if we acquire a property directly or indirectly and such property is not acquired through the Operating Partnership, then we will contribute any amounts we receive from the operation and disposition of the property to the Operating Partnership and no additional OP Units will be issued in connection with such contributions.

Tax Matters

Hines Global is the tax matters partner and partnership representative of the Operating Partnership and, as such, has the authority to handle tax audits and to make tax elections under the Code on behalf of the Operating Partnership.

Indemnity

The Operating Partnership must indemnify and hold Hines Global (and its employees, directors, and/or officers) harmless from any liability, loss, cost or damage, including without limitation reasonable legal fees and court costs, incurred by it by reason of anything it may do or refrain from doing hereafter for and on behalf of the Operating Partnership or in connection with its business or affairs. However, the Operating Partnership will not be required to indemnify:


•	Hines Global for any liability, loss, cost or damage caused by its fraud, willful misconduct or gross negligence;


•	officers and directors of Hines Global (other than our independent directors) for any liability, loss, cost or damage caused by such person’s negligence or misconduct; or


•	our independent directors for any liability, loss, cost or damage caused by their gross negligence or willful misconduct.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of material U.S. federal income tax considerations associated with an investment in our common stock that may be relevant to you. The statements made in this section of the prospectus are based upon current provisions of the Code and Treasury Regulations promulgated thereunder, as currently applicable, currently published administrative positions of the IRS and judicial decisions, all of which are subject to change, either prospectively or retroactively. We cannot assure you that any changes will not modify the conclusions expressed in counsel’s opinions described herein. This summary does not address all possible tax considerations that may be material to an investor and does not constitute legal or tax advice. Moreover, this summary does not deal with all tax aspects that might be relevant to you, as a prospective stockholder, in light of your personal circumstances, nor does it deal with particular types of stockholders that are subject to special treatment under the U.S. federal income tax laws, such as:


•	insurance companies;


•	tax-exempt organizations (except to the limited extent discussed in “—Treatment of Tax-Exempt Stockholders” below);


•	financial institutions or broker dealers;


•	non-U.S. individuals and foreign corporations (except to the limited extent discussed in “—Taxation of Non-U.S. Stockholders” below);


•	U.S. expatriates;


•	persons who mark-to-market our common stock;


•	subchapter S corporations;


•	U.S. stockholders (as defined below) whose functional currency is not the U.S. dollar;


•	regulated investment companies and REITs;


•	trusts and estates;


•	holders who receive our common stock through the exercise of employee stock options or otherwise as compensation;


•	persons holding our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;


•	persons subject to the alternative minimum tax provisions of the Code; and


•	persons holding our common stock through a partnership or similar pass-through entity.

This summary assumes that stockholders hold shares as capital assets for U.S. federal income tax purposes, which generally means property held for investment.

If a partnership, including any entity that is treated as a partnership for federal income tax purposes, holds our common stock, the federal income tax treatment of the partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership that will hold our common stock, you should consult your tax advisor regarding the federal income tax consequences of acquiring, holding and disposing of our common stock by the partnership.

The statements in this section are based on the current U.S. federal income tax laws, are for general information purposes only and are not tax advice. We cannot assure you that new laws, interpretations of law, or court decisions, any of which may take effect retroactively, will not cause any statement in this section to be inaccurate.

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WE URGE YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND SALE OF OUR COMMON STOCK AND OF OUR ELECTION TO BE TAXED AS A REIT, INCLUDING THE U.S. FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION, AND REGARDING POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

Taxation of Our Company

We were formed in July 2013 as a Maryland corporation. We made the election to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2015 (by filing our U.S. federal income tax return for such year), and believe that we have met, and will continue to meet, the requirements for qualification as a REIT under the Code. Although we intend to operate in such manner, no assurances can be given that we will be successful in qualifying as a REIT. This section discusses the laws governing the federal income tax treatment of a REIT and its stockholders. These laws are highly technical and complex.

While we intend to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given by us that we will so qualify for any particular year. We have not obtained rulings from the IRS regarding any matter discussed in this prospectus, and do not currently intend to seek such a ruling. Our qualification and taxation as a REIT depends on our ability to meet on a continuing basis, through actual operating results, distribution levels, and diversity of share ownership, various qualification requirements imposed upon REITs by the Code including requirements related to our income and assets. Our ability to qualify as a REIT also requires that we satisfy certain asset tests, some of which depend upon the fair market values of assets directly or indirectly owned by us. Such values may not be susceptible to a precise determination. While we intend to continue to operate in a manner that will allow us to qualify as a REIT, no assurance can be given that the actual results of our operations for any taxable year satisfy such requirements for qualification and taxation as a REIT.

We may own an equity interest in one or more entities that will elect to be treated as REITs (each such entity a “Subsidiary REIT”). Any such Subsidiary REITs will be subject to, and must satisfy, the same requirements that we must satisfy in order to qualify as a REIT together with all other rules applicable to REITs. Discussions of our qualification under the REIT rules, the anticipated satisfaction of the REIT requirements, and the consequences of a failure to so qualify also apply to each of the Subsidiary REITs.

If we qualify as a REIT, we generally will not be subject to federal income tax on the taxable income that we distribute to our stockholders, provided such distribution qualifies for the deduction for dividends paid. The benefit of that tax treatment is that it avoids the “double taxation,” or taxation at both the corporate and stockholder levels, that generally results from owning stock in a corporation. Any net operating losses, foreign tax credits and other tax attributes generally do not pass through to our stockholders. Even if we qualify as a REIT, we will be subject to federal tax in the following circumstances:


•	We will pay federal income tax on any taxable income, including undistributed net capital gain, that we do not distribute to stockholders during, or within a specified time period after, the calendar year in which the income is earned.


•	We will pay income tax at the highest corporate rate on:


•	net income from the sale or other disposition of property acquired through foreclosure (“foreclosure property”) that we hold primarily for sale to customers in the ordinary course of business; and


•	other non-qualifying income from foreclosure property.

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•	We will pay a 100% tax on net income from sales or other dispositions of property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business.


•	If we fail to satisfy one or both of the 75% gross income test or the 95% gross income test, as described below under “—Gross Income Tests,” and nonetheless continue to qualify as a REIT because we meet other requirements, we will pay a 100% tax on:


•	the gross income attributable to the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, in either case, multiplied by


•	a fraction intended to reflect our profitability.


•	If we fail to distribute during a calendar year at least the sum of (i) 85% of our REIT ordinary income for the year, (ii) 95% of our REIT capital gain net income for the year, and (iii) any undistributed taxable income required to be distributed from earlier periods, we will pay a 4% nondeductible excise tax on the excess of the required distribution over the amount we actually distributed.


•	We may elect to retain and pay income tax on our net long-term capital gain. In that case, a stockholder would be taxed on its proportionate share of our undistributed long-term capital gain (to the extent that we made a timely designation of such gain to the stockholders) and would receive a credit or refund for its proportionate share of the tax we paid.


•	We will be subject to a 100% excise tax on transactions with any Taxable REIT Subsidiary (“TRS”), that are not conducted on an arm’s-length basis.

•

In the event we fail to satisfy any of the asset tests, other than a de minimis failure of the 5% asset test, the 10% vote test or 10% value test, as described below under “—Asset Tests,” as long as the failure was due to reasonable cause and not to willful neglect, we file a description of each asset that caused such failure with the IRS, and we dispose of the assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure, we will pay a tax equal to the greater of $50,000 or the highest federal income tax rate then applicable to U.S. corporations (currently 35%) on the net income from the nonqualifying assets during the period in which we failed to satisfy the asset tests.


•	In the event we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and such failure is due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure.

•

If we acquire any asset from a C corporation, or a corporation that generally is subject to full corporate-level tax, in a merger or other transaction in which we acquire a basis in the asset that is determined by reference either to the C corporation’s basis in the asset or to another asset, we will pay tax at the highest regular corporate rate applicable if we recognize gain on the sale or disposition of the asset during the 5-year period after we acquire the asset provided no election is made for the transaction to be taxable on a current basis. The amount of gain on which we will pay tax is the lesser of:


•	the amount of gain that we recognize at the time of the sale or disposition, and


•	the amount of gain that we would have recognized if we had sold the asset at the time we acquired it.


•	We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT’s stockholders, as described below in “—Recordkeeping Requirements.”

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•	The earnings of our lower-tier entities that are subchapter C corporations, including any TRSs, will be subject to federal corporate income tax.

In addition, notwithstanding our qualification as a REIT, we may also have to pay certain state and local income taxes because not all states and localities treat REITs in the same manner that they are treated for federal income tax purposes. Moreover, as further described below, any TRS we form will be subject to federal, state and local corporate income tax on their taxable income.

We and our Subsidiary REITs could recognize deferred tax liabilities in the future. Deferred tax liabilities include, but are not limited to, tax liabilities attributable to built-in gain assets and tax liabilities attributable to taxable income for which we will not receive cash. In addition, notwithstanding their status as REITs, (i) the Subsidiary REITs may have to pay certain state and local income taxes, because not all states and localities treat REITs and such subsidiaries in the same manner in which they are treated for federal income tax purposes, (ii) the Subsidiary REITs will be subject to the federal income taxes applicable to REITs, as described in the prospectus, and (iii) we and/or the Subsidiary REITs also could be subject to tax in other situations and on transactions not presently contemplated.

Requirements for Qualification as a REIT

A REIT is a corporation, trust, or association that meets each of the following requirements:


1.	It is managed by one or more trustees or directors.


2.	Its beneficial ownership is evidenced by transferable shares, or by transferable certificates of beneficial interest.


3.	It would be taxable as a domestic corporation, but for the REIT provisions of the U.S. federal income tax laws.


4.	It is neither a financial institution nor an insurance company subject to special provisions of the U.S. federal income tax law.


5.	At least 100 persons are beneficial owners of its shares or ownership certificates.


6.	Not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer individuals which the Code defines to include certain entities, during the last half of any taxable year.


7.	It elects to be a REIT, or has made such election for a previous taxable year, and such election has not been terminated or revoked.


8.	It meets certain other qualification tests, described below, regarding the nature of its income and assets and the amount of its distributions to stockholders.


9.	It uses a calendar year for U.S. federal income tax purposes and complies with the recordkeeping requirements of the U.S. federal income tax laws.

We must meet the above requirements 1, 2, 3, 4, 7, 8 and 9 during our entire taxable year and must meet requirement 5 during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Requirements 5 and 6 have applied to us beginning with our taxable year ended December 31, 2016. If we comply with all the requirements for ascertaining the ownership of our outstanding shares in a taxable year and have no reason to know that we violated requirement 6, we will be deemed to have satisfied requirement 6 for that taxable year. For purposes of determining share ownership under requirement 6, an “individual” generally includes a supplemental unemployment compensation benefits plan, a private foundation, or a

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portion of a trust permanently set aside or used exclusively for charitable purposes. An “individual,” however, generally does not include a trust that is a qualified employee pension or profit sharing trust under the U.S. federal income tax laws, and beneficiaries of such a trust will be treated as holding our shares in proportion to their actuarial interests in the trust for purposes of requirement 6.

We made the election to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2015 (by filing our U.S. federal income tax return for such year), and believe that we have met, and will continue to meet, the requirements for qualification as a REIT under the Code. In addition, our charter contains restrictions regarding ownership and transfer of shares of our common stock that are intended to assist us in continuing to satisfy the share ownership requirements in 5 and 6 above. We are required to maintain records disclosing the actual ownership of common stock in order to monitor our compliance with the share ownership requirements. To do so, we are required to demand written statements each year from the record holders of certain minimum percentages of our shares in which such record holders must disclose the actual owners of the shares (i.e., the persons required to include our distributions in their gross income). A list of those persons failing or refusing to comply with this demand will be maintained as part of our records. Stockholders who fail or refuse to comply with the demand must submit a statement with their tax returns disclosing the actual ownership of our shares and certain other information. The restrictions in our charter, however, may not ensure that we will, in all cases, be able to satisfy such share ownership requirements. If we fail to satisfy these share ownership requirements, we will not qualify as a REIT.

Subsidiary REITs. As discussed above, we may indirectly or directly own interests in one or more Subsidiary REITs. We believe that each such Subsidiary REIT will be organized and will operate in a manner to permit it to qualify for taxation as a REIT for federal income tax purposes from and after the effective date of its REIT election. However, if any of these Subsidiary REITs were to fail to qualify as a REIT, then (i) the Subsidiary REIT would become subject to regular U.S. corporation income tax, as described herein, see “—Failure to Qualify as a REIT” below, and (ii) our interest in such Subsidiary REIT would cease to be a qualifying real estate asset for purposes of the 75% asset test and would become subject to the 5% asset test, the 10% voting stock asset test, and the 10% value asset test generally applicable to our ownership in corporations other than REITs, qualified REIT subsidiaries and TRSs. See “—Asset Tests” below. If any of the Subsidiary REITs were to fail to qualify as a REIT, it is possible that we would not meet the 10% voting stock test and the 10% value test with respect to our indirect interest in such entity, in which event we too would fail to qualify as a REIT, unless we could avail ourselves of certain relief provisions.

Qualified REIT Subsidiaries. A corporation that is a “qualified REIT subsidiary” is not treated as a corporation separate from its parent REIT. All assets, liabilities, and items of income, deduction, and credit of a “qualified REIT subsidiary” are treated as assets, liabilities, and items of income, deduction, and credit of the REIT. A “qualified REIT subsidiary” is a corporation, other than a TRS, all of the stock of which is owned by the REIT. Thus, in applying the requirements described herein, any “qualified REIT subsidiary” that we own will be ignored, and all assets, liabilities, and items of income, deduction, and credit of such subsidiary will be treated as our assets, liabilities, and items of income, deduction, and credit.

Other Disregarded Entities and Partnerships. An unincorporated domestic entity, such as a partnership or limited liability company that has a single owner, generally is not treated as an entity separate from its owner for U.S. federal income tax purposes and is treated for purposes of applying the various REIT qualification requirements in a manner similar to qualified REIT subsidiaries as described above. An unincorporated domestic entity with two or more owners is generally treated as a partnership for U.S. federal income tax purposes. In the case of a REIT that is a partner in a partnership that has other partners, the REIT is treated as owning its proportionate share of the assets of the partnership and as earning its allocable share of the gross income of the partnership for purposes of the applicable REIT qualification tests. Our proportionate share for purposes of the 10% value test (see “—Asset Tests”) is based on our proportionate interest in the equity interests and certain debt securities issued by the partnership. For all of the other asset and income tests, our proportionate share is based on our proportionate interest in the capital interests in the partnership. Our proportionate share of the assets, liabilities, and items of income of any partnership, joint venture, or limited liability company that is treated as a partnership for

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U.S. federal income tax purposes in which we acquire an equity interest, directly or indirectly, will be treated as our assets and gross income for purposes of applying the various REIT qualification requirements.

Taxable REIT Subsidiaries. A REIT may own up to 100% of the shares of one or more TRSs. A TRS is a fully taxable corporation that may earn income that would not be qualifying income if earned directly by the parent REIT. The subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the securities will automatically be treated as a TRS. We will not be treated as holding the assets of a TRS or as receiving any income that the TRS earns. Rather, the stock issued by a TRS to us will be an asset in our hands, and we will potentially treat distributions paid to us by the TRS, if any, as income. This treatment may affect our compliance with the gross income and asset tests. Because we will not include the assets and income of TRSs in determining our compliance with the REIT requirements, we may use such entities to undertake indirectly activities that the REIT rules might otherwise preclude us from doing directly or through pass-through subsidiaries. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.

A TRS pays income tax at regular corporate rates on any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. Further, the rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT or the REIT’s tenants that are not conducted on an arm’s-length basis.

A TRS may not directly or indirectly operate or manage any health care facilities or lodging facilities or provide rights to any brand name under which any health care facility or lodging facility is operated. A TRS may provide rights to any brand name under which any health care facility or lodging facility is operated if (i) such rights are provided to an “eligible independent contractor” (as described below) to operate or manage a health care facility or lodging facility, (ii) such rights are held by the TRS as a franchisee, licensee, or in a similar capacity and (iii) such health care facility or lodging facility is either owned by the TRS or leased to the TRS by its parent REIT. A TRS is not considered to operate or manage a “qualified health care property” or “qualified lodging facility” solely because the TRS directly or indirectly possesses a license, permit, or similar instrument enabling it to do so. Additionally, a TRS that employs individuals working at a “qualified health care property” or “qualified lodging facility” outside of the United States is not considered to operate or manage a “qualified health care property” or “qualified lodging facility,” as long as an “eligible independent contractor” is responsible for the daily supervision and direction of such individuals on behalf of the TRS pursuant to a management agreement or similar service contract.

Other than rent received from a TRS in connection with health care facilities or lodging facilities leased from the REIT, rent that we receive from a TRS with respect to other real property will qualify as “rents from real property” as long as (i) at least 90% of the leased space in the property is leased to persons other than TRSs and related-party tenants, and (ii) the amount paid by the TRS to rent space at the property is substantially comparable to rents paid by other tenants of the property for comparable space, as described in further detail below under “—Gross Income Tests—Rents from Real Property.” If we lease space to a TRS in the future, we will seek to comply with these requirements.

Gross Income Tests

We must satisfy two gross income tests annually to maintain our qualification as a REIT. First, at least 75% of our gross income for each taxable year must consist of defined types of income that we derive, directly or indirectly, from investments relating to real property or mortgages on real property or qualified temporary investment income. Qualifying income for purposes of that 75% gross income test generally includes:


•	rents from real property;


•	interest on debt secured by mortgages on real property (including certain ancillary personal property), or on interests in real property;


•	dividends or other distributions on, and gain from the sale of, shares in other REITs;

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•	gain from the sale of real estate assets (including certain ancillary personal property that is leased along with real property);


•	income and gain derived from foreclosure property; and


•	income derived from the temporary investment in stock and debt instruments purchased with proceeds from the issuance of our stock or a public offering of our debt with a maturity date of at least five years and that we receive during the one-year period beginning on the date on which we received such new capital.

Second, in general, at least 95% of our gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends, gain from the sale or disposition of shares or securities, or any combination of these. Gross income from our sale of property that we hold primarily for sale to customers in the ordinary course of business is excluded from both the numerator and the denominator in both gross income tests. In addition, income and gain from “hedging transactions” that we enter into to hedge indebtedness incurred or to be incurred to acquire or carry real estate assets and that are clearly and timely identified as such will be excluded from both the numerator and the denominator for purposes of the 75% and 95% gross income tests. In addition, certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests. See “—Foreign Currency Gain.” The following paragraphs discuss the specific application of the gross income tests to us.

Rents from Real Property. Rent that we receive from our real property will qualify as “rents from real property,” which is qualifying income for purposes of the 75% and 95% gross income tests, only if the following conditions are met:


•	First, the rent must not be based, in whole or in part, on the income or profits of any person, but may be based on a fixed percentage or percentages of receipts or sales.


•	Second, neither we nor a direct or indirect owner of 10% or more of our stock may own, actually or constructively, 10% or more of a tenant from whom we receive rent, other than a TRS.

•

Third, if the rent attributable to ancillary personal property that is leased in connection with a lease of real property is 15% or less of the total rent received under the lease, then the rent attributable to the personal property will also qualify as rents from real property. However, if the 15% threshold is exceeded, none of the rent attributable to personal property will qualify as rents from real property.

•

Fourth, we generally must not operate or manage our real property or furnish or render services to our tenants, other than certain customary services provided to tenants through an “independent contractor” who is adequately compensated and from whom we do not derive revenue. However, we need not provide services through an “independent contractor,” but instead may provide services directly to our tenants, if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not considered to be provided for the tenants’ convenience. In addition, we may provide a minimal amount of “noncustomary” services to the tenants of a property, other than through an independent contractor, as long as our income from the services (valued at not less than 150% of our direct cost of performing such services) does not exceed 1% of our income from the related property. Furthermore, we may own up to 100% of the stock of a TRS which may provide customary and noncustomary services to our tenants without tainting our rental income for the related properties.

In order for the rent paid under our leases to constitute “rents from real property,” the leases must be respected as true leases for U.S. federal income tax purposes and not treated as service contracts, joint ventures or some other type of arrangement. The determination of whether our leases are true leases depends on an analysis of all the surrounding facts and circumstances. We intend to enter into leases that will be treated as true leases. If our leases are characterized as service contracts or partnership agreements, rather than as true leases, part or all of the payments that our Operating Partnership and its subsidiaries receive from our leases may not be considered rent or

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may not otherwise satisfy the various requirements for qualification as “rents from real property.” In that case, we likely would not be able to satisfy either the 75% or 95% gross income test and, as a result, would lose our REIT status unless we qualify for relief, as described below under “—Failure to Satisfy Gross Income Tests.”

As described above, in order for the rent that we receive to constitute “rents from real property,” several other requirements must be satisfied. First, rent must not be based in whole or in part on the income or profits of any person. Percentage rent, however, will qualify as “rents from real property” if it is based on percentages of receipts or sales and the percentages:


•	are fixed at the time the leases are entered into;


•	are not renegotiated during the term of the leases in a manner that has the effect of basing rent on income or profits; and


•	conform with normal business practice.

More generally, rent will not qualify as “rents from real property” if, considering the leases and all the surrounding circumstances, the arrangement does not conform with normal business practice, but is in reality used as a means of basing the rent on income or profits.

Second, we must not own, actually or constructively, 10% or more of the shares or the assets or net profits of any lessee (a “related party tenant”), other than a TRS. The constructive ownership rules generally provide that if 10% or more in value of our stock is owned, directly or indirectly, by or for any person, we are considered as owning the shares owned, directly or indirectly, by or for such person. We believe that our properties are and generally will be leased to third parties which do not constitute related party tenants. In addition, our charter prohibits transfers of our stock that would cause us to own actually or constructively, 10% or more of the ownership interests in any non-TRS lessee. Based on the foregoing, we should never own, actually or constructively, 10% or more of any lessee other than a TRS. However, because the constructive ownership rules are broad and it is not possible to monitor continually direct and indirect transfers of our stock, no absolute assurance can be given that such transfers or other events of which we have no knowledge will not cause us to own constructively 10% or more of a lessee (or a subtenant, in which case only rent attributable to the subtenant is disqualified), other than a TRS.

As described above, we may own up to 100% of the shares of one or more TRSs. Under an exception to the related-party tenant rule described in the preceding paragraph, rent that we receive from a TRS will qualify as “rents from real property” as long as (i) at least 90% of the leased space in the property is leased to persons other than TRSs and related-party tenants, and (ii) the amount paid by the TRS to rent space at the property is substantially comparable to rents paid by other tenants of the property for comparable space. The “substantially comparable” requirement must be satisfied when the lease is entered into, when it is extended, and when the lease is modified, if the modification increases the rent paid by the TRS. If the requirement that at least 90% of the leased space in the related property is rented to unrelated tenants is met when a lease is entered into, extended, or modified, such requirement will continue to be met as long as there is no increase in the space leased to any TRS or related party tenant. Any increased rent attributable to a modification of a lease with a TRS in which we own directly or indirectly more than 50% of the voting power or value of the stock (a “controlled TRS”) will not be treated as “rents from real property.” If in the future we receive rent from a TRS, we will seek to comply with this exception.

Third, the rent attributable to ancillary personal property that is leased in connection with a lease of real property must not be greater than 15% of the total rent received under the lease. The rent attributable to the personal property contained in a property is the amount that bears the same ratio to total rent for the taxable year as the average of the fair market values of the personal property at the beginning and at the end of the taxable year bears to the average of the aggregate fair market values of both the real and personal property contained in the property at the beginning and at the end of such taxable year (the “personal property ratio”). With respect to each of our leases, we believe either that the personal property ratio will be less than 15% or that any rent attributable to excess personal property will not jeopardize our ability to qualify as a REIT. There can be no assurance, however, that the IRS would not challenge our calculation of a personal property ratio, or that a court would not uphold such assertion. If

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such a challenge were successfully asserted, we could fail to satisfy the 75% or 95% gross income test and thus potentially lose our REIT status.

Fourth, we cannot furnish or render noncustomary services to the tenants of our properties, or manage or operate our properties, other than through an independent contractor who is adequately compensated and from whom we do not derive or receive any income. However, we need not provide services through an “independent contractor,” but instead may provide services directly to our tenants, if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not considered to be provided for the tenants’ convenience. In addition, we may provide a minimal amount of “noncustomary” services to the tenants of a property, other than through an independent contractor, as long as our income from the services (valued at not less than 150% of our direct cost for performing such services) does not exceed 1% of our income from the related property. Finally, we may own up to 100% of the shares of one or more TRSs, which may provide noncustomary services to our tenants without tainting our rents from the related properties. We do not intend to perform any services other than customary ones for our lessees, unless such services are provided through independent contractors or TRSs.

If a portion of the rent that we receive from a property does not qualify as “rents from real property” because the rent attributable to personal property exceeds 15% of the total rent for a taxable year, the portion of the rent that is attributable to personal property will not be qualifying income for purposes of either the 75% or 95% gross income test. Thus, if such rent attributable to personal property, plus any other income that is nonqualifying income for purposes of the 95% gross income test, during a taxable year exceeds 5% of our gross income during the year, we could lose our REIT qualification. If, however, the rent from a particular property does not qualify as “rents from real property” because either (i) the rent is considered based on the income or profits of the related lessee, (ii) the lessee either is a related party tenant or fails to qualify for the exceptions to the related party tenant rule for qualifying TRSs or (iii) we furnish noncustomary services to the tenants of the property, or manage or operate the property, other than through a qualifying independent contractor or a TRS, none of the rent from that property would qualify as “rents from real property.” In that case, we might lose our REIT qualification because we could be unable to satisfy either the 75% or 95% gross income test. In addition to the rent, the lessees may be required to pay certain additional charges. To the extent that such additional charges represent reimbursements of amounts that we are obligated to pay to third parties, such as a lessee’s proportionate share of a property’s operational or capital expenses, such charges generally will qualify as “rents from real property.” To the extent such additional charges represent penalties for nonpayment or late payment of such amounts, such charges should qualify as “rents from real property.” However, to the extent that late charges do not qualify as “rents from real property,” they instead will be treated as interest that qualifies for the 95% gross income test.

Interest. The term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of such amount depends in whole or in part on the income or profits of any person. However, interest generally includes the following:


•	an amount that is based on a fixed percentage or percentages of receipts or sales; and


•	an amount that is based on the income or profits of a debtor, as long as the debtor derives substantially all of its income from the real property securing the debt from leasing substantially all of its interest in the property, and only to the extent that the amounts received by the debtor would be qualifying “rents from real property” if received directly by a REIT.

If a loan contains a provision that entitles a REIT to a percentage of the borrower’s gain upon the sale of the real property securing the loan or a percentage of the appreciation in the property’s value as of a specific date, income attributable to that loan provision will be treated as gain from the sale of the property securing the loan, which generally is qualifying income for purposes of both gross income tests.

We expect that any investments we may make in mortgage loans will generally be treated as being secured by mortgages on real property or interests in real property such that the gross interest income generated thereon qualifies for the 75% income test. However, for purposes of the income tests, if the outstanding principal balance of

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a mortgage loan exceeds the fair market value of the real property securing the loan, a portion of such gross interest income will not qualify under the 75% income test.

Dividends. Our share of any dividends received from any corporation (including any TRS, but excluding any REIT) in which we own an equity interest will qualify for purposes of the 95% gross income test but not for purposes of the 75% gross income test. Our share of any dividends received from any other REIT in which we own an equity interest, if any, will be qualifying income for purposes of both gross income tests. Dividends from, and gain on the sale of interests in, any of our Subsidiary REITs will generally qualify for purposes of both gross income tests.

Prohibited Transactions. A REIT will incur a 100% tax on the net income (including foreign currency gain) derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. We believe that none of our assets will be held primarily for sale to customers and that a sale of any of our assets will not be in the ordinary course of our business. Whether a REIT holds an asset “primarily for sale to customers in the ordinary course of a trade or business” depends, however, on the facts and circumstances in effect from time to time, including those related to a particular asset. A sale of property by a REIT will not be subject to the imposition of the 100% prohibited transaction tax if all of the following safe harbor requirements are met:


•	the REIT has held the property for not less than two years;


•	the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of the sale that are includable in the basis of the property do not exceed 30% of the selling price of the property;

•

at least one of the following conditions are met: (i) during the year in question, the REIT does not make more than seven sales of property other than foreclosure property or sales to which Section 1033 of the Code applies, (ii) sales during the year do not exceed 10% of the REIT’s assets as of the beginning of the year (as measured by either fair market value or aggregate adjusted tax bases), or (iii) sales in the current year do not exceed 20% of the REIT’s assets as of the beginning of the year and sales over a 3-year period do not exceed, on average, 10% per annum of the REIT’s assets, in each case as measured by either fair market value or aggregate adjusted tax bases;


•	in the case of property not acquired through foreclosure or lease termination, the REIT has held the property for at least two years for the production of rental income; and


•	if the REIT has made more than seven sales of non-foreclosure property during the taxable year, substantially all of the marketing and development expenditures with respect to the property were made through an independent contractor from whom the REIT derives no income.

We will attempt to comply with the terms of the safe-harbor provisions in the U.S. federal income tax laws prescribing when an asset sale will not be characterized as a prohibited transaction. We cannot assure you, however, that we can comply with the safe-harbor provisions or that we will avoid owning property that may be characterized as property that we hold “primarily for sale to customers in the ordinary course of a trade or business.” The 100% tax will not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be taxed to the corporation at regular corporate income tax rates.

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Foreclosure Property. We will be subject to tax at the maximum corporate rate on net income from foreclosure property, which includes certain foreign currency gains and related deductions, other than income that otherwise would be qualifying income for purposes of the 75% gross income test, less expenses directly connected with the production of that income. However, gross income from foreclosure property will qualify under the 75% and 95% gross income tests. Foreclosure property is any real property, including interests in real property, and any personal property incident to such real property:


•	that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured;


•	for which the related loan was acquired by the REIT at a time when the default was not imminent or anticipated; and


•	for which the REIT makes a proper election to treat the property as foreclosure property.

A REIT will not be considered to have foreclosed on a property where the REIT takes control of the property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as a creditor of the mortgagor. Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property, or longer if an extension is granted by the Secretary of the Treasury. However, this grace period terminates and foreclosure property ceases to be foreclosure property on the first day:


•	on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;


•	on which any construction takes place on the property, other than completion of a building or any other improvement, where more than 10% of the construction was completed before default became imminent; or


•	which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

Hedging Transactions. From time to time, we or our Operating Partnership may enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase such items, and futures and forward contracts. Income and gain from “hedging transactions” will be excluded from gross income for purposes of both the 75% and 95% gross income tests provided we satisfy the identification and other requirements discussed below. A “hedging transaction” means either (i) any transaction entered into in the normal course of our or our Operating Partnership’s trade or business primarily to manage the risk of interest rate changes, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets or (ii) any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain). We are required to clearly identify any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and to satisfy other identification requirements. We may conduct some or all of our hedging activities (including hedging activities relating to currency risk) through a TRS or other corporate entity, the income from which may be subject to U.S. federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries. No assurance can be given, however, that our hedging activities will not give rise to income that does not qualify for purposes of either or both of the REIT income tests, or that our hedging activities will not adversely affect our ability to satisfy the REIT qualification requirements.

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Foreign Currency Gain. Certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests. “Real estate foreign exchange gain” will be excluded from gross income for purposes of the 75% gross income test. Real estate foreign exchange gain generally includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 75% and 95% gross income tests, foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgages on real property or an interest in real property and certain foreign currency gain attributable to certain “qualified business units” of a REIT. “Passive foreign exchange gain” will be excluded from gross income for purposes of the 95% gross income test. Passive foreign exchange gain generally includes real estate foreign exchange gain as described above, and also includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 95% gross income test and foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations. These exclusions for real estate foreign exchange gain and passive foreign exchange gain do not apply to certain foreign currency gain derived from dealing, or engaging in substantial and regular trading, in securities. Such gain is treated as nonqualifying income for purposes of both the 75% and 95% gross income tests.

Failure to Satisfy Gross Income Tests. If we fail to satisfy one or both of the gross income tests for any taxable year, we nevertheless may qualify as a REIT for that year if we qualify for relief under certain provisions of the U.S. federal income tax laws. Those relief provisions are available if:


•	our failure to meet those tests is due to reasonable cause and not to willful neglect; and


•	following such failure for any taxable year, we file a schedule of the sources of our income in accordance with regulations prescribed by the Secretary of the U.S. Treasury.

We cannot predict, however, whether in all circumstances we would qualify for the relief provisions. In addition, as discussed above in “—Taxation of Our Company,” even if the relief provisions apply, we would incur a 100% tax on the gross income attributable to the greater of the amount by which we fail the 75% gross income test or the 95% gross income test multiplied, in either case, by a fraction intended to reflect our profitability.

Asset Tests

To qualify as a REIT, we also must satisfy the following asset tests at the end of each quarter of each taxable year. First, at least 75% of the value of our total assets must consist of:


•	cash or cash items, including certain receivables and, in certain circumstances, foreign currencies;


•	government securities;


•	interests in real property, including leaseholds and options to acquire real property and leaseholds as well as certain ancillary personal property leased in connection with real property;


•	interests in mortgage loans secured by real property and by certain ancillary personal property;


•	stock in other REITs; and


•	investments in stock or debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt with at least a five-year term.

Second, of our investments not included in the 75% asset class or in securities of one or more TRSs, the value of our interest in any one issuer’s securities may not exceed 5% of the value of our total assets, or the 5% asset test.

Third, of our investments not included in the 75% asset class, we may not own more than 10% of the voting power of any one issuer’s outstanding securities or 10% of the value of any one issuer’s outstanding securities, or the 10% vote test or 10% value test, respectively.

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Fourth, no more than 20% of the value of our total assets may consist of the securities of one or more TRSs.

Fifth, no more than 25% of the value of our total assets may consist of the securities of TRSs, other non-TRS taxable subsidiaries and other assets that are not qualifying assets for purposes of the 75% asset test.

Sixth, not more than 25% of the value of our total assets may consist of non-qualified publicly offered REIT debt instruments.

For purposes of the 5% asset test, the 10% vote test and the 10% value test, the term “securities” does not include shares in another REIT, equity or debt securities of a qualified REIT subsidiary or TRS, mortgage loans that constitute real estate assets, or equity interests in a partnership. The term “securities,” however, generally includes debt securities issued by a partnership or another REIT, except that for purposes of the 10% value test, the term “securities” does not include:

•

“straight debt” securities, which are defined as a written unconditional promise to pay on demand or on a specified date a sum certain in money if (1) the debt is not convertible, directly or indirectly, into equity, and (2) the interest rate and interest payment dates are not contingent on profits, the borrower’s discretion, or similar factors. “Straight debt” securities do not include any securities issued by a partnership or a corporation in which we or any controlled TRS (i.e., a TRS in which we own directly or indirectly more than 50% of the voting power or value of the stock) hold non-“straight debt” securities that have an aggregate value of more than 1% of the issuer’s outstanding securities. However, “straight debt” securities include debt subject to the following contingencies:

•

a contingency relating to the time of payment of interest or principal, as long as either (1) there is no change to the effective yield of the debt obligation, other than a change to the annual yield that does not exceed the greater of 0.25% or 5% of the annual yield, or (2) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt obligations held by us exceeds $1.0 million and no more than 12 months of unaccrued interest on the debt obligations can be required to be prepaid; and


•	a contingency relating to the time or amount of payment upon a default or prepayment of a debt obligation, as long as the contingency is consistent with customary commercial practice;


•	any loan to an individual or an estate;


•	any “section 467 rental agreement,” other than an agreement with a related party tenant;


•	any obligation to pay “rents from real property”;


•	certain securities issued by governmental entities;


•	any security issued by a REIT;


•	any debt instrument issued by an entity treated as a partnership for U.S. federal income tax purposes in which we are a partner to the extent of our proportionate interest in the equity and debt securities of the partnership; and


•	any debt instrument issued by an entity treated as a partnership for U.S. federal income tax purposes not described in the preceding bullet points if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in “—Gross Income Tests.”

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For purposes of the 10% value test, our proportionate share of the assets of a partnership is our proportionate interest in any securities issued by the partnership, without regard to the securities described in the last two bullet points above.

We may enter into sale and repurchase agreements under which we would nominally sell certain of our loan assets to a counterparty and simultaneously enter into an agreement to repurchase the sold assets. We believe that we would be treated for U.S. federal income tax purposes as the owner of the loan assets that are the subject of any such agreement notwithstanding that such agreements may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own the loan assets during the term of the sale and repurchase agreement, in which case we could fail to qualify as a REIT.

We may make or invest in mezzanine loans. Certain of our mezzanine loans may qualify for the safe harbor in IRS Revenue Procedure 2003-65, pursuant to which certain loans secured by a first priority security interest in ownership interests in a partnership or limited liability company will be treated as qualifying assets for purposes of the 75% real estate asset test and the 10% vote or value test, and interest derived therefrom will be treated as qualified mortgage interest for purposes of the 75% gross income test, above. We may make or invest in some mezzanine loans that do not qualify for that safe harbor and that do not qualify as “straight debt” securities or for one of the other exclusions from the definition of “securities” for purposes of the 10% value test. We intend to make such investments in such a manner as not to fail the asset and income tests described above.

We expect that any investments we may make in mortgage loans will generally be treated as real estate assets. However, for purposes of the asset tests, if the outstanding principal balance of a mortgage loan exceeds the fair market value of the real property (together with certain ancillary personal property) securing the loan, a portion of such loan likely will not be a qualifying real estate asset. Under current law, it is not clear how to determine what portion of such a loan will be treated as a real estate asset. Under recently issued guidance, the IRS has stated that it will not challenge a REIT’s treatment of a loan as being, in part, a real estate asset for purposes of the 75% asset test if the REIT treats the loan as being a qualifying real estate asset in an amount equal to the lesser of (1) the fair market value of the real property securing the loan on the date the REIT acquires the loan or (2) the fair market value of the loan.

No independent appraisals will be obtained to support our conclusions as to the value of our total assets or the value of any particular security or securities. Moreover, values of some assets may not be susceptible to a precise determination, and values are subject to change in the future. Furthermore, the proper classification of an instrument as debt or equity for U.S. federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT asset requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in our subsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests.

We will monitor the status of our assets for purposes of the various asset tests and will manage our portfolio in order to comply at all times with such tests. However, there is no assurance that we will not inadvertently fail to comply with such tests. If we fail to satisfy the asset tests at the end of a calendar quarter, we will not lose our REIT qualification if:


•	we satisfied the asset tests at the end of the preceding calendar quarter; and


•	the discrepancy between the value of our assets and the asset test requirements arose from changes in the market values of our assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets.

If we did not satisfy the condition described in the second item, above, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose.

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In the event that we violate the 5% asset test, the 10% vote test or the 10% value test described above, we will not lose our REIT qualification if (i) the failure is de minimis (up to the lesser of 1% of our assets or $10 million) and (ii) we dispose of assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure. In the event of a failure of any of the asset tests (other than de minimis failures described in the preceding sentence), as long as the failure was due to reasonable cause and not to willful neglect, we will not lose our REIT qualification if we (i) dispose of assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify the failure, (ii) we file a description of each asset causing the failure with the IRS and (iii) pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income from the assets causing the failure during the period in which we failed to satisfy the asset tests. However, there is no assurance that the IRS would not challenge our ability to satisfy these relief provisions.

We believe that the assets that we hold and have held will satisfy the foregoing asset test requirements. However, we will not obtain independent appraisals to support our conclusions as to the value of our assets and securities. Moreover, the values of some assets may not be susceptible to a precise determination. As a result, there can be no assurance that the IRS will not contend that our ownership of securities and other assets violates one or more of the asset tests applicable to REITs.

Distribution Requirements

Each taxable year, we must distribute dividends, other than capital gain dividends and deemed distributions of retained capital gain, to our stockholders in an aggregate amount at least equal to:


•	the sum of:


•	90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and our net capital gain or loss, and


•	90% of our after-tax net income, if any, from foreclosure property, minus


•	the excess of the sum of certain items of non-cash income over 5% of our “REIT taxable income.”

We must pay such distributions in the taxable year to which they relate, or in the following taxable year if either (i) we declare the distribution before we timely file our U.S. federal income tax return for the year and pay the distribution on or before the first regular dividend payment date after such declaration or (ii) we declare the distribution in October, November or December of the taxable year, payable to stockholders of record on a specified day in any such month, and we actually pay the dividend before the end of January of the following year. The distributions under clause (i) are taxable to the stockholders in the year in which paid, and the distributions in clause (ii) are treated as paid on December 31st of the prior taxable year. In both instances, these distributions relate to our prior taxable year for purposes of the 90% distribution requirement.

We will pay U.S. federal income tax on taxable income, including net capital gain, that we do not distribute to stockholders. Furthermore, if we fail to distribute during a calendar year, or by the end of January following the calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of:


•	85% of our REIT ordinary income for such year,


•	95% of our REIT capital gain income for such year, and


•	any undistributed taxable income from prior periods.

We will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts we actually distribute.

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We may elect to retain and pay income tax on the net long-term capital gain we receive in a taxable year. If we so elect, we will be treated as having distributed any such retained amount for purposes of the 4% nondeductible excise tax described above. We intend to make timely distributions sufficient to satisfy the annual distribution requirements and to avoid corporate income tax and the 4% nondeductible excise tax.

It is possible that we may not have sufficient cash to meet the distribution requirements discussed above. This could result because of competing demands for funds, or because of timing differences between the actual receipt of income and actual payment of deductible expenses and the inclusion of that income and deduction of such expenses in arriving at our REIT taxable income. For example, we may not deduct recognized capital losses from our “REIT taxable income.” Further, it is possible that, from time to time, we may be allocated a share of net capital gain attributable to the sale of depreciated property that exceeds our allocable share of cash attributable to that sale. As a result of the foregoing, we may have less cash than is necessary to distribute taxable income sufficient to avoid corporate income tax and the excise tax imposed on certain undistributed income or even to meet the 90% distribution requirement. In such a situation, we may need to borrow funds, raise funds through the issuance of additional shares of common stock or, if possible, pay taxable dividends of our common stock or debt securities.

In computing our REIT taxable income, we will use the accrual method of accounting. We are required to file an annual U.S. federal income tax return, which, like other corporate returns, is subject to examination by the IRS. Because the tax law requires us to make many judgments regarding the proper treatment of a transaction or an item of income or deduction, it is possible that the IRS will challenge positions we take in computing our REIT taxable income and our distributions.

Issues could arise, for example, with respect to the allocation of the purchase price of real properties between depreciable or amortizable assets and non-depreciable or non-amortizable assets such as land and the current deductibility of fees paid to our Advisor or its affiliates. Were the IRS to successfully challenge our characterization of a transaction or determination of our REIT taxable income, we could be found to have failed to satisfy a requirement for qualification as a REIT.

Under certain circumstances, we may be able to correct a failure to meet the distribution requirement for a year by paying “deficiency dividends” to our stockholders in a later year. We may include such deficiency dividends in our deduction for dividends paid for the earlier year. Although we may be able to avoid income tax on amounts distributed as deficiency dividends, we will be required to pay interest to the IRS based upon the amount of any deduction we take for deficiency dividends.

Sale-Leaseback Transactions

Some of our investments may be in the form of sale-leaseback transactions. We normally intend to treat these transactions as true leases for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the IRS might take the position that the transaction is not a true lease but is more properly treated in some other manner. If such recharacterization were successful, we would not be entitled to claim the depreciation deductions available to an owner of the property. In addition, the recharacterization of one or more of these transactions might cause us to fail to satisfy the Asset Tests or the Income Tests described above based upon the asset we would be treated as holding or the income we would be treated as having earned and such failure could result in our failing to qualify as a REIT. Alternatively, the amount or timing of income inclusion or the loss of depreciation deductions resulting from the recharacterization might cause us to fail to meet the distribution requirement described above for one or more taxable years absent the availability of the deficiency dividend procedure or might result in a larger portion of our dividends being treated as ordinary income to our stockholders.

Recordkeeping Requirements

We must maintain certain records in order to qualify as a REIT. In addition, to avoid a monetary penalty, we must request on an annual basis information from our stockholders designed to disclose the actual ownership of our outstanding stock. We intend to comply with these requirements.

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Failure to Qualify as a REIT

If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, we could avoid disqualification if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. In addition, there are relief provisions for a failure of the gross income tests and asset tests, as described in “—Gross Income Tests” and “—Asset Tests.”

If we fail to qualify as a REIT in any taxable year, and no relief provision applies, we would be subject to U.S. federal income tax and any applicable alternative minimum tax on our taxable income at regular corporate rates. In calculating our taxable income in a year in which we fail to qualify as a REIT, we would not be able to deduct amounts paid out to stockholders. In fact, we would not be required to distribute any amounts to stockholders in that year. In such event, to the extent of our current and accumulated earnings and profits, distributions to stockholders generally would be taxable as dividend income. Subject to certain limitations of the federal income tax laws, corporate stockholders may be eligible for the dividends received deduction and stockholders taxed at individual rates may be eligible for the reduced U.S. federal income tax rate on such dividends. Unless we qualified for relief under specific statutory provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. We cannot predict whether in all circumstances we would qualify for such statutory relief.

Taxation of Taxable U.S. Stockholders

As used herein, the term “U.S. stockholder” means a holder of our common stock that for U.S. federal income tax purposes is:


•	a citizen or resident of the United States;


•	a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any of its states or the District of Columbia;


•	an estate whose income is subject to U.S. federal income taxation regardless of its source; or


•	any trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.

If a partnership, entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership holding our common stock, you should consult your tax advisor regarding the consequences of the ownership and disposition of our common stock by the partnership.

Distributions

For any taxable year for which we qualify for taxation as a REIT, amounts distributed to, and gains realized by, taxable U.S. stockholders with respect to our common stock generally will be taxed as described below. For a summary of the U.S. federal income tax treatment of distributions reinvested in additional shares of common stock pursuant to our distribution reinvestment plan, see “Description of Capital Stock—Distribution Reinvestment Plan.” For a summary of the U.S. federal income tax treatment of shares of common stock redeemed by us under our share redemption program, see “Description of Capital Stock—Share Redemption Program.”

As long as we qualify as a REIT, a taxable U.S. stockholder must generally take into account as ordinary income distributions made out of our current or accumulated earnings and profits that we do not designate as capital gain dividends or retained long-term capital gain. A U.S. stockholder will not qualify for the dividends received deduction generally available to corporations. In addition, dividends paid to a U.S. stockholder generally will not qualify for the reduced tax rate for “qualified dividend income.” The maximum tax rate for qualified dividend

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income received by U.S. stockholders taxed at individual rates is currently 20% and the maximum marginal tax rate on ordinary income for stockholders taxed at individual rates is 37%. However, individuals may deduct 20% of their dividends from REITs, excluding capital gain dividends and qualified dividend income. As a result, dividend income received by an individual U.S. stockholder will be subject to a maximum effective federal income tax rate of 29.6%.

Qualified dividend income generally includes dividends paid by domestic C corporations and certain qualified foreign corporations to U.S. shareholders taxed at individual rates. Because we are not generally subject to U.S. federal income tax on the portion of our REIT taxable income distributed to our stockholders (see “Taxation of Our Company” above), our dividends generally will not be eligible for the 20% maximum rate on qualified dividend income. As a result, our ordinary REIT dividends will be taxed at the higher tax rate applicable to ordinary income. However, the 20% maximum tax rate for qualified dividend income will apply to our ordinary REIT dividends, if any, (i) that are attributable to dividends received by us from non-REIT corporations, such as a TRS, and (ii) to the extent attributable to income upon which we have paid corporate income tax (e.g., to the extent that we distribute less than 100% of our taxable income).

Dividends paid to, and certain other investment income recognized by certain individuals, estates or trusts may also be subject to a 3.8% Medicare tax.

A U.S. stockholder generally will take into account as long-term capital gain any distributions that we designate as capital gain dividends without regard to the period for which the U.S. stockholder has held our common stock. See “—Capital Gains and Losses.” A corporate U.S. stockholder, however, may be required to treat up to 20% of certain capital gain dividends as ordinary income.

We may elect to retain and pay income tax on the net long-term capital gain that we receive in a taxable year. In that case, to the extent that we designate such amount in a timely notice to such stockholder, a U.S. stockholder would be taxed on its proportionate share of our undistributed long-term capital gain. The U.S. stockholder would receive a credit for its proportionate share of the tax we paid. The U.S. stockholder would also increase the basis in its stock by the amount of its proportionate share of our undistributed long-term capital gain, minus its share of the tax we paid.

A U.S. stockholder will not incur tax on a distribution in excess of our current and accumulated earnings and profits if the distribution does not exceed the adjusted basis of the U.S. stockholder’s common stock. Instead, the distribution will reduce the adjusted basis of such stock. A U.S. stockholder will recognize gain to the extent that a distribution exceeds both our current and accumulated earnings and profits and the U.S. stockholder’s adjusted basis in his or her stock. Such gain will generally be long-term capital gain, but will be short-term capital gain if the shares of stock have been held for one year or less, assuming in either case that the shares of stock are a capital asset in the hands of the U.S. stockholder. In addition, if we declare a distribution in October, November, or December of any year that is payable to a U.S. stockholder of record on a specified date in any such month, such distribution shall be treated as both paid by us and received by the U.S. stockholder on December 31 of such year, provided that we actually pay the distribution during January of the following calendar year.

We will be treated as having sufficient earnings and profits to treat as a dividend any distribution by us up to the amount required to be distributed in order to avoid imposition of the 4% excise tax discussed above. Moreover, any “deficiency distribution” will be treated as an ordinary or capital gain distribution, as the case may be, regardless of our earnings and profits. As a result, stockholders may be required to treat as taxable some distributions that would otherwise result in a tax-free return of capital.

U.S. stockholders may not include in their individual income tax returns any of our net operating losses or capital losses. Instead, these losses are generally carried over by us for potential offset against our future income. Taxable distributions from us and gain from the disposition of our common stock will not be treated as passive activity income and, therefore, a U.S. stockholder generally will not be able to apply any “passive activity losses,” such as losses from certain types of limited partnerships in which the U.S. stockholder is a limited partner, against such income. In addition, taxable distributions from us and gain from the disposition of our common stock

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generally will be treated as investment income for purposes of the limitations on the deductibility of investment-related interest expense. We will notify U.S. stockholders after the close of our taxable year as to the portions of the distributions attributable to that year that constitute ordinary income, return of capital and capital gain.

Taxation of U.S. Stockholders on the Disposition of Common Stock

A U.S. stockholder who is not a dealer in securities must generally treat any gain or loss realized upon a taxable disposition of our common stock as long-term capital gain or loss if the U.S. stockholder has held our common stock for more than one year and otherwise as short-term capital gain or loss. In general, a U.S. stockholder will realize gain or loss in an amount equal to the difference between the sum of the fair market value of any property and the amount of cash received in such disposition and the U.S. stockholder’s adjusted tax basis. A stockholder’s adjusted tax basis generally will equal the U.S. stockholder’s acquisition cost, increased by the excess of net capital gains deemed distributed to the U.S. stockholder (discussed above) less tax deemed paid on such gains and reduced by any returns of capital. However, a U.S. stockholder must treat any loss upon a sale or exchange of common stock held by such stockholder for six months or less as a long-term capital loss to the extent of capital gain dividends and any other actual or deemed distributions from us that such U.S. stockholder treats as long-term capital gain. All or a portion of any loss that a U.S. stockholder realizes upon a taxable disposition of shares of our common stock may be disallowed if the U.S. stockholder purchases other shares of our common stock within 30 days before or after the disposition.

If an investor recognizes a loss upon a subsequent disposition of our stock or other securities in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These regulations, though directed towards “tax shelters,” are broadly written and apply to transactions that would not typically be considered tax shelters. The Code imposes significant penalties for failure to comply with these requirements. You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of our stock or securities or transactions that we might undertake directly or indirectly. Moreover, you should be aware that we and other participants in the transactions in which we are involved (including their advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Taxation of U.S. Stockholders on a Redemption of Common Stock

A redemption of our common stock will be treated under Section 302 of the Code as a distribution that is taxable as dividend income (to the extent of our current or accumulated earnings and profits), unless the redemption satisfies certain tests set forth in Section 302(b) of the Code enabling the redemption to be treated as sale of our common stock (in which case the redemption will be treated in the same manner as a sale described above in “—Taxation of U.S. Stockholders on the Disposition of Common Stock”). The redemption will satisfy such tests if it (i) is “substantially disproportionate” with respect to the holder’s interest in our stock, (ii) results in a “complete termination” of the holder’s interest in all our classes of stock, or (iii) is “not essentially equivalent to a dividend” with respect to the holder, all within the meaning of Section 302(b) of the Code. In determining whether any of these tests have been met, stock considered to be owned by the holder by reason of certain constructive ownership rules set forth in the Code, as well as stock actually owned, generally must be taken into account. Because the determination as to whether any of the three alternative tests of Section 302(b) of the Code described above will be satisfied with respect to any particular holder of our common stock depends upon the facts and circumstances at the time that the determination must be made, prospective investors are urged to consult their tax advisors to determine such tax treatment. If a redemption of our common stock does not meet any of the three tests described above, the redemption proceeds will be treated as a dividend, as described above “—Taxation of Taxable U.S. Stockholders.” Stockholders should consult with their tax advisors regarding the taxation of any particular redemption of our shares.

Capital Gains and Losses

A taxpayer generally must hold a capital asset for more than one year for gain or loss derived from its sale or exchange to be treated as long-term capital gain or loss. The maximum tax rate on long-term capital gain applicable to U.S. stockholders taxed at individual rates is currently 20% and 35% in the case of U.S. stockholders that are corporations. The maximum tax rate on long-term capital gain from the sale or exchange of “Section 1250

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property,” or depreciable real property, is 25%, which applies to the lesser of the total amount of the gain or the accumulated depreciation on the Section 1250 property. In addition, certain capital gains and other investment income recognized by certain shareholders may be subject to a 3.8% Medicare tax.

With respect to distributions that we designate as capital gain dividends and any retained capital gain that we are deemed to distribute, we generally may designate whether such a distribution is taxable to U.S. stockholders taxed at individual rates, currently at a 20% rate (or a 25% rate to the extent attributable to the recapture of certain depreciation deductions). Thus, the tax rate differential between capital gain and ordinary income for those taxpayers may be significant. In addition, the characterization of income as capital gain or ordinary income may affect the deductibility of capital losses. A non-corporate taxpayer may deduct capital losses not offset by capital gains against its ordinary income only up to a maximum annual amount of $3,000. A non-corporate taxpayer may carry forward unused capital losses indefinitely. A corporate taxpayer must pay tax on its net capital gain at ordinary corporate rates. A corporate taxpayer may deduct capital losses only to the extent of capital gains, with unused losses being carried back for up to three years and forward for up to five years.

Treatment of Tax-Exempt Stockholders

Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their unrelated business taxable income, or UBTI. Although many investments in real estate generate UBTI, the IRS has issued a ruling that dividend distributions from a REIT to an exempt employee pension trust do not constitute UBTI so long as the exempt employee pension trust does not otherwise use the shares of the REIT in an unrelated trade or business of the pension trust. Based on that ruling, amounts that we distribute to tax-exempt stockholders generally should not constitute UBTI. However, if a tax-exempt stockholder were to finance (or be deemed to finance) its acquisition of common stock with debt, a portion of the income that it receives from us would constitute UBTI pursuant to the “debt-financed property” rules. Moreover, social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans that are exempt from taxation under special provisions of the U.S. federal income tax laws are subject to different UBTI rules, which generally will require them to characterize distributions that they receive from us as UBTI. Finally, in certain circumstances, a qualified employee pension or profit sharing trust that owns more than 10% of our capital stock must treat a percentage of the dividends that it receives from us as UBTI. Such percentage is equal to the gross income we derive from an unrelated trade or business, determined as if we were a pension trust, divided by our total gross income for the year in which we pay the dividends. That rule applies to a pension trust holding more than 10% of our capital stock only if:


•	the percentage of our dividends that the tax-exempt trust must treat as UBTI is at least 5%;


•	we qualify as a REIT by reason of the modification of the rule requiring that no more than 50% of our capital stock be owned by five or fewer individuals that allows the beneficiaries of the pension trust to be treated as holding our capital stock in proportion to their actuarial interests in the pension trust (rather than treating the pension trust as a single individual); and


•	either:


•	one pension trust owns more than 25% of the value of our capital stock; or


•	a group of pension trusts individually holding more than 10% of the value of our capital stock collectively owns more than 50% of the value of our capital stock.

Taxation of Non-U.S. Stockholders

The term “non-U.S. stockholder” means a holder of our common stock that is not a U.S. stockholder or a partnership (or entity treated as a partnership for U.S. federal income tax purposes). The rules governing U.S. federal income taxation of nonresident alien individuals, foreign corporations, foreign partnerships, and other foreign stockholders are complex. This section is only a summary of such rules. We urge non-U.S. stockholders

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to consult their tax advisors to determine the impact of U.S. federal, state, and local income tax laws on the purchase, ownership and sale of our common stock, including any reporting requirements.

Distributions

A non-U.S. stockholder that receives a distribution that is not attributable to gain from our sale or exchange of a “U.S. real property interest,” or USRPI, as defined below, and that we do not designate as a capital gain dividend or will recognize ordinary income to the extent that we pay such distribution out of our current or accumulated earnings and profits. A withholding tax equal to 30% of the gross amount of the distribution ordinarily will apply to such distribution unless an applicable tax treaty reduces or eliminates the tax. However, if a distribution is treated as effectively connected with the non-U.S. stockholder’s conduct of a U.S. trade or business, the non-U.S. stockholder generally will be subject to U.S. federal income tax on the distribution at graduated rates, in the same manner as U.S. stockholders are taxed with respect to such distribution, and a non-U.S. stockholder that is a corporation also may be subject to the 30% branch profits tax with respect to that distribution. We plan to withhold U.S. income tax at the rate of 30% on the gross amount of any such distribution paid to a non-U.S. stockholder unless :


•	a lower treaty rate applies and the non-U.S. stockholder provides an IRS Form W-8BEN or W-8BEN-E evidencing eligibility for that reduced rate with us;


•	the non-U.S. stockholder files an IRS Form W-8ECI with us claiming that the distribution is effectively connected income; or


•	the distribution is treated as attributable to a sale of a USRPI under FIRPTA (discussed below).

A non-U.S. stockholder will not incur tax on a distribution in excess of our current and accumulated earnings and profits if the excess portion of such distribution does not exceed the adjusted basis of its common stock. Instead, the excess portion of such distribution will reduce the adjusted basis of such stock. A non-U.S. stockholder will be subject to tax on a distribution that exceeds both our current and accumulated earnings and profits and the adjusted basis of its common stock, if the non-U.S. stockholder otherwise would be subject to tax on gain from the sale or disposition of its common stock, as described below. However, we must withhold 15% of any distribution that exceeds our current and accumulated earnings and profits. Consequently, although we intend to withhold at a rate of 30% on the entire amount of any distribution, to the extent that we do not do so, we will generally withhold at a rate of 15% on any portion of a distribution not subject to withholding at a rate of 30%. Because we generally cannot determine at the time we make a distribution whether the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the same rate as we would withhold on a dividend. However, a non-U.S. stockholder may claim a refund of amounts that we withhold if we later determine that a distribution in fact exceeded our current and accumulated earnings and profits.

For any year in which we qualify as a REIT, a non-U.S. stockholder may incur tax on distributions that are attributable to gain from our sale or exchange of a USRPI under the Foreign Investment in Real Property Act of 1980, or FIRPTA. A USRPI includes certain interests in real property located in the U.S. and stock in corporations at least 50% of whose assets consist of interests in U.S. real property. Under FIRPTA, a non-U.S. stockholder is taxed on distributions attributable to gain from sales of USRPIs as if such gain were effectively connected with a U.S. business of the non-U.S. stockholder. A non-U.S. stockholder thus would be taxed on such a distribution at the normal capital gains rates applicable to U.S. stockholders, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual. A non-U.S. corporate stockholder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such a distribution.

Capital gain distributions that are attributable to our sale of U.S. real property would be subject to tax under FIRPTA, as described in the preceding paragraph. In such case, we must withhold 35% of any distribution that we could designate as a capital gain dividend. A non-U.S. stockholder may receive a credit against its tax liability for the amount that we withhold. Moreover, if a non-U.S. stockholder disposes of our common stock during the 30-day period preceding a dividend payment, and such non-U.S. stockholder (or a person related to such non-U.S.

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stockholder) acquires or enters into a contract or option to acquire our common stock within 61 days of the first day of the 30-day period described above, and any portion of such dividend payment would, but for the disposition, be treated as a USRPI capital gain to such non-U.S. stockholder, then such non-U.S. stockholder will be treated as having USRPI capital gain in an amount that, but for the disposition, would have been treated as USRPI capital gain. The taxation of capital gain distributions received by certain non-U.S. stockholders may, under certain circumstances, differ materially from that described above in the event that shares of our common stock are ever regularly traded on an established securities market in the U.S.

The Protecting Americans from Tax Hikes Act of 2015 creates a new exemption from FIRPTA for foreign pension funds and subsidiary entities that meet certain requirements, as well as for certain publicly traded foreign entities that are “qualified collective investment vehicles” from countries having tax treaties with the United States and which meet a number of other requirements.

Dispositions

Non-U.S. stockholders could incur tax under FIRPTA with respect to gain realized upon a disposition of our common stock if we are a U.S. real property holding corporation during a specified testing period. In general, if at least 50% of a REIT’s assets, by value, are USRPIs, then the REIT will be a U.S. real property holding corporation. We anticipate that we will be a U.S. real property holding corporation based on our investment strategy. However, if we are a U.S. real property holding corporation, a non-U.S. stockholder generally would not incur tax under FIRPTA on gain from the sale of our common stock if we are a “domestically controlled qualified investment entity.” A domestically controlled qualified investment entity includes a REIT in which, at all times during a specified testing period, less than 50% in value of its shares are held directly or indirectly by non-U.S. stockholders. Although we believe that we are a domestically controlled qualified investment entity, we cannot assure you that this test will be met at all times. Additional FIRPTA provisions may, under certain circumstances, apply to certain non-U.S. stockholders in the event that shares of our common stock are ever regularly traded on an established securities market in the U.S., which may have a material impact on such non-U.S. stockholders.

As noted above under “ —Distributions,” certain foreign pension funds and publicly traded qualified collective investment vehicles are exempt from FIRPTA with respect to capital gain dividends that we pay, and these entities would likewise be exempt from FIRPTA upon a sale of our common stock.

If the gain on the sale of our common stock were taxed under FIRPTA, a non-U.S. stockholder would be taxed on that gain in the same manner as U.S. stockholders, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. Furthermore, a non-U.S. stockholder generally will incur tax on gain not subject to FIRPTA if:


•	the gain is effectively connected with the non-U.S. stockholder’s U.S. trade or business, in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with respect to such gain; or


•	the non-U.S. stockholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the U.S., in which case the non-U.S. stockholder will incur a 30% tax on his or her capital gains.

FATCA

The Foreign Account Tax Compliance Act (“FATCA”) provides that a 30% withholding tax will be imposed on certain payments (including dividends as well as gross proceeds from sales of stock giving rise to such dividends) made to a foreign entity if such entity fails to satisfy certain new disclosure and reporting rules. FATCA generally requires that (i) in the case of a foreign financial institution (defined broadly to include a bank, certain insurance companies, a hedge fund, a private equity fund, a mutual fund, a securitization vehicle or other investment vehicle), the entity identifies and provides information in respect of financial accounts with such entity held (directly or indirectly) by U.S. persons and U.S.-owned foreign entities and (ii) in the case of a non-financial foreign entity, the entity identifies and provides information in respect of substantial U.S. owners of such entity.

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The IRS has released guidance generally providing that FATCA withholding on gross proceeds and on pass-through payments will not be imposed with respect to payments made prior to January 1, 2019. The United States Treasury has signed Intergovernmental Agreements with certain other countries to implement the exchange of information required under FATCA. Investors that invest in our shares through an account maintained at a non-U.S. financial institution are strongly encouraged to consult with their tax advisors regarding the potential application and impact of FATCA and any Intergovernmental Agreement between the United States and their home jurisdiction in connection with FATCA compliance.

Recent changes to the U.S. tax laws affecting REITs and real estate.

On December 22, 2017, the Tax Cuts and Jobs Act, or the TCJA, was signed into law. The TCJA significantly changed the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders. Technical corrections or other amendments to the TCJA or administrative guidance interpreting the TCJA may be forthcoming at any time. We cannot predict the long-term effect of the TCJA or any future law changes on REITs or their stockholders. Below is a brief summary of certain key changes in the TCJA, including changes that impact REITs and their stockholders with respect to an investment in REITs. The changes described below generally are effective for taxable years beginning after December 31, 2017, unless otherwise noted. Investors should consult with their tax advisors regarding the effect of the TCJA on their particular circumstances (including the impact of other changes enacted as part of the TCJA that do not directly relate to REITs and are not discussed here).

Income Tax Rates. Under the TCJA, the corporate income tax rate is reduced to 21%, and the corporate alternative minimum tax was repealed. The reduced corporate income tax rate, which is effective for taxable years beginning after December 31, 2017, reduces some of the tax advantage that REITs have had relative to C corporations. This reduced corporate income tax rate will apply to income earned by taxable REIT subsidiaries.

In the case of individuals, the TCJA reduces the highest marginal income tax rate applicable to individuals to 37%. Individuals continue to pay a maximum 20% rate on long-term capital gains and qualified dividend income, and the 3.8% Medicare tax on net investment income remains in effect. However, the TCJA also will allow individuals to deduct 20% of their dividends from REITs, excluding capital gain dividends and qualified dividend income (which continue to be subject to the 20% rate). As a result, dividend income received by an individual shareholder in a REIT will be subject to a maximum effective federal income tax rate of 29.6%, compared with the previously effective rate of 39.6%. The income tax rate changes applicable to individuals apply for taxable years beginning after December 31, 2017 and before January 1, 2026.

Limitation on Deductibility of Business Interest. The TCJA limits the amount of business interest expense that is deductible to the sum of the taxpayer’s business interest income for the tax year plus 30% of adjusted taxable income for the tax year. Business interest expense generally is interest paid or accrued with respect to indebtedness allocable to a trade or business. It does not include investment interest. Adjusted taxable income generally means taxable income from trade or business activities before any deductions for interest, net operating losses, or the new deduction for pass-through business income. In taxable years beginning before January 1, 2022, adjusted taxable income is also computed before deducting depreciation and amortization expense. Interest expense that is disallowed may be carried forward indefinitely. Businesses with average annual gross receipts of $25 million or less (determined by taking into account businesses operated by certain affiliated entities) are exempt from this limitation.

A real property trade or business may elect to not be subject to this limit. A real property trade or business is any real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage trade or business. An electing real property trade or business must use longer alternative depreciation system periods prospectively for all real estate, including real estate acquired prior to the election. Under the TCJA, the alternative depreciation system lives, which must be used following an election by a real property trade or business not to be subject to the new interest deduction limitation, are as follows: 30 years for residential real property (previously 40 years), and 40 years for non-residential property (no change). We have not yet determined whether the new limitation will affect us or any of our subsidiaries, or whether we and our subsidiaries are eligible to make and will make this election. Once made, this election is irrevocable.

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Limits on Net Operating Losses. For taxable years beginning after January 1, 2018, the deduction for net operating losses is limited to 80% of taxable income (prior to the application of the dividends paid deduction). Net operating losses that are generated in taxable years ending after December 31, 2017 may be carried forward indefinitely.

Like-Kind Exchanges. The TCJA modifies the like-kind exchange provisions by restricting like-kind exchanges of property that are eligible for tax-deferred treatment to exchanges of real property not held primarily for sale. Previously, the like-kind exchange provisions also applied to personal property not held for sale. Accordingly, any personal property included with an exchange of a real property will no longer qualify for tax-deferred treatment under these provisions. This change applies to exchanges completed after December 31, 2017.

Other Issues. The TCJA makes numerous other large and small changes to tax rules that do not directly affect REITs but may affect our stockholders and may indirectly affect us. For example, the TCJA amended the rules for accrual of income so that income is taken into account for tax purposes no later than when it is taken into account on applicable financial statements, even if financial statements take such income into account before it would otherwise accrue under the original issue discount rules, market discount rules or other rules in the Code. Such rule may cause us to recognize income before any corresponding receipt of cash, which may make it more likely that we could be required to borrow funds or take other action to satisfy the REIT distribution requirements for the taxable year in which such income is recognized, although the precise application of this rule is unclear at this time. In addition, the TCJA reduced the limit deduction for individuals’ mortgage interest expense to interest on $750,000 of mortgages, and does not permit deduction of interest on home equity loans (after grandfathering all existing mortgages). Such change and the reduction in deductions for state and local taxes (including property taxes) may potentially (and negatively) affect the markets in which we may invest. Prospective stockholders are urged to consult with their tax advisors with respect to the TCJA and any other regulatory or administrative developments and proposals and their potential effect on an investment in our common stock.

Redemption of Common Stock

A redemption of our common stock by a non-U.S. stockholder whose income derived from the investment in shares of our common stock is not effectively connected with the non-U.S. Stockholder’s conduct of a trade or business in the U.S. will be treated under Section 302 of the Code as a distribution that is taxable as dividend income (to the extent of our current or accumulated earnings and profits), unless the redemption satisfies certain tests set forth in Section 302(b) of the Code enabling the redemption to be treated as sale of our common stock (in which case the redemption will be treated in the same manner as a sale described above in “—Taxation of Non-U.S. Stockholders—Dispositions”). The redemption will satisfy such tests if it (i) is “substantially disproportionate” with respect to the holder’s interest in our stock, (ii) results in a “complete termination” of the holder’s interest in all our classes of stock, or (iii) is “not essentially equivalent to a dividend” with respect to the holder, all within the meaning of Section 302(b) of the Code. In determining whether any of these tests have been met, stock considered to be owned by the holder by reason of certain constructive ownership rules set forth in the Code, as well as stock actually owned, generally must be taken into account. Because the determination as to whether any of the three alternative tests of Section 302(b) of the Code described above will be satisfied with respect to any particular holder of our common stock depends upon the facts and circumstances at the time that the determination must be made, prospective investors are advised to consult their own tax advisors to determine such tax treatment.

If a redemption of our common stock does not meet any of the three tests described above, the redemption proceeds will be treated as a distribution, as described above “—Taxation of Non-U.S. Stockholders—Distributions.” Non-U.S. stockholders should consult with their tax advisors regarding the taxation of any particular redemption of our shares.

Conversion of Common Stock

The conversion of Class T Shares, Class S Shares and Class D Shares into Class I Shares, as described in the “Description of Capital Stock” section of the prospectus, will not be a taxable event to the converting stockholder or to us. The tax attributes of the Class I Shares received, upon such conversion will have the same tax attributes, including the tax basis and the holding period, as the shares converted.

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Information Reporting Requirements and Backup Withholding

We will report to our stockholders and to the IRS the amount of distributions we pay during each calendar year, and the amount of tax we withhold, if any. Under the backup withholding rules, a stockholder may be subject to backup withholding at a rate, currently of 28%, with respect to distributions unless the stockholder:


•	is a corporation or qualifies for certain other exempt categories and, when required, demonstrates this fact; or


•	provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

A stockholder who does not provide us with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the stockholder’s income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any stockholders who fail to certify their non-foreign status to us.

Backup withholding will generally not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a non-U.S. stockholder provided that the non-U.S. stockholder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as providing a valid IRS Form W-8BEN-E or W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient. Payments of the proceeds from a disposition or a redemption effected outside the U.S. by a non-U.S. stockholder made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding) generally will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence in its records that the beneficial owner is a non-U.S. stockholder and specified conditions are met or an exemption is otherwise established. Payment of the proceeds from a disposition by a non-U.S. stockholder of common stock made by or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the non-U.S. stockholder certifies under penalties of perjury that it is not a U.S. person and satisfies certain other requirements, or otherwise establishes an exemption from information reporting and backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the stockholder’s U.S. federal income tax liability if certain required information is furnished to the IRS. Stockholders should consult their own tax advisors regarding application of backup withholding to them and the availability of, and procedure for obtaining an exemption from, backup withholding.

Statement of Share Ownership

We are required to demand annual written statements from the record holders of designated percentages of our common stock disclosing the actual owners of the shares of common stock. Any record stockholder who, upon our request, does not provide us with required information concerning actual ownership of the shares of common stock is required to include specified information relating to his shares of common stock in his U.S. federal income tax return. We also must maintain, within the Internal Revenue District in which we are required to file our U.S. federal income tax return, permanent records showing the information we have received about the actual ownership of our common stock and a list of those persons failing or refusing to comply with our demand.

Tax Aspects of Our Investments in Our Operating Partnership

The following discussion summarizes certain U.S. federal income tax considerations applicable to our direct or indirect investments in our Operating Partnership. The discussion does not cover state or local tax laws or any U.S. federal tax laws other than income tax laws.

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Classification as a Partnership

We will be entitled to include in our income our distributive share of the Operating Partnership’s income and to deduct our distributive share of the Operating Partnership’s losses only if the Operating Partnership is classified for U.S. federal income tax purposes as a partnership rather than as a corporation or an association taxable as a corporation. An unincorporated entity with at least two owners or members will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it:


•	is treated as a partnership under the Treasury Regulations relating to entity classification (the “check-the-box regulations”); and


•	is not a “publicly-traded partnership.”

Under the check-the-box regulations, an unincorporated entity with at least two owners or members may elect to be classified either as an association taxable as a corporation or as a partnership. If such an entity fails to make an election, it generally will be treated as a partnership (or an entity that is disregarded for U.S. federal income tax purposes if the entity is treated as having only one owner or member for federal income tax purposes) for U.S. federal income tax purposes. Our Operating Partnership intends to be classified as a partnership for U.S. federal income tax purposes and will not elect to be treated as an association taxable as a corporation under the check-the-box regulations.

A publicly-traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. A publicly-traded partnership will not, however, be treated as a corporation for any taxable year if, for each taxable year in which it was classified as a publicly-traded partnership, 90% or more of the partnership’s gross income for such year consists of certain passive-type income, including real property rents, gains from the sale or other disposition of real property, interest, and dividends, or (the “90% passive income exception”). Treasury Regulations (the “PTP regulations”) provide limited safe harbors from the definition of a publicly-traded partnership. Pursuant to one of those safe harbors (the “private placement exclusion”), interests in a partnership will not be treated as readily tradable on a secondary market or the substantial equivalent thereof if (i) all interests in the partnership were issued in a transaction or transactions that were not required to be registered under the Securities Act of 1933, as amended, and (ii) the partnership does not have more than 100 partners at any time during the partnership’s taxable year. In determining the number of partners in a partnership, a person owning an interest in a partnership, grantor trust, or S corporation that owns an interest in the partnership is treated as a partner in such partnership only if (i) substantially all of the value of the owner’s interest in the entity is attributable to the entity’s direct or indirect interest in the partnership and (ii) a principal purpose of the use of the entity is to permit the partnership to satisfy the 100-partner limitation. We and the Operating Partnership believe that the Operating Partnership should not be classified as a publicly traded partnership because (i) OP Units are not traded on an established securities market, and (ii) OP Units should not be considered readily tradable on a secondary market or the substantial equivalent thereof. In addition, we believe that the Operating Partnership presently qualifies for the Private Placement Exclusion. Even if the Operating Partnership were considered a publicly traded partnership under the PTP Regulations, the Operating Partnership should not be treated as a corporation for U.S. federal income tax purposes as long as 90% or more of its gross income consists of “qualifying income” under section 7704(d) of the Code. In general, qualifying income includes interest, dividends, real property rents (as defined by section 856 of the Code) and gain from the sale or disposition of real property.

We have not requested, and do not intend to request, a ruling from the IRS that our Operating Partnership will be classified as a partnership for U.S. federal income tax purposes. If for any reason our Operating Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, we likely would not be able to qualify as a REIT unless we qualified for certain relief provisions. See “—Gross Income Tests” and “—Asset Tests.” In addition, any change in the Operating Partnership’s status for tax purposes might be treated as a taxable event, in which case we might incur tax liability without any related cash distribution. See “—Distribution Requirements.” Further, items of income and deduction of the Operating Partnership would not pass through to its partners, and its partners would be treated as stockholders for tax purposes. Consequently, the Operating Partnership would be required to pay income tax at corporate rates on its net income, and distributions to its partners would constitute dividends that would not be deductible in computing the Operating Partnership’s taxable income.

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Income Taxation of the Operating Partnership and its Partners

Partners, Not the Operating Partnership, Subject to Tax. A partnership is not a taxable entity for U.S. federal income tax purposes. Rather, we are required to take into account our allocable share of the Operating Partnership’s income, gains, losses, deductions, and credits for any taxable year of the Operating Partnership ending within or with our taxable year, without regard to whether we have received or will receive any distribution from the Operating Partnership.

Operating Partnership Allocations. Although a partnership agreement generally will determine the allocation of income and losses among partners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of the U.S. federal income tax laws governing partnership allocations. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. The Operating Partnership’s allocations of taxable income, gain, and loss are intended to comply with the requirements of the U.S. federal income tax laws governing partnership allocations.

Tax Allocations With Respect to the Operating Partnership’s Properties. Income, gain, loss, and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated in a manner such that the contributing partner is charged with, or benefits from, respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution. When cash is contributed to a partnership in exchange for a partnership interest, such as our contribution of cash to our operating partnership for operating units, similar rules apply to ensure that the existing partners in the partnership are charged with, or benefit from, respectively, the unrealized gain or unrealized loss associated with the partnership’s existing properties at the time of the cash contribution. In the case of a contribution of property, the amount of the unrealized gain or unrealized loss (“built-in gain” or “built-in loss”) is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution (a “book-tax difference”). In the case of a contribution of cash, a book-tax difference may be created because the fair market value of the properties of the partnership on the date of the cash contribution may be higher or lower than the partnership’s adjusted tax basis in those properties. Any property purchased for cash initially will have an adjusted tax basis equal to its fair market value, resulting in no book-tax difference.

Tax Allocations With Respect to Contributed Properties. Pursuant to section 704(c) of the Code, income, gain, loss, and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for U.S. federal income tax purposes in a manner such that the contributor is charged with, or benefits from, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution. Under applicable Treasury Regulations, partnerships are required to use a “reasonable method” for allocating items subject to section 704(c) of the Code, and several reasonable allocation methods are described therein.

Under the Partnership Agreement, subject to exceptions applicable to the special limited partnership interests, depreciation or amortization deductions of the Operating Partnership generally will be allocated among the partners in accordance with their respective interests in the Operating Partnership, except to the extent that the Operating Partnership is required under section 704(c) to use a different method for allocating depreciation deductions attributable to its properties. In addition, gain or loss on the sale of a property that has been contributed to the Operating Partnership will be specially allocated to the contributing partner to the extent of any built-in gain or loss with respect to the property for U.S. federal income tax purposes. It is possible that we may (i) be allocated lower amounts of depreciation deductions for tax purposes with respect to contributed properties than would be allocated to us if each such property were to have a tax basis equal to its fair market value at the time of contribution, and (ii) be allocated taxable gain in the event of a sale of such contributed properties in excess of the economic profit allocated to us as a result of such sale. These allocations may cause us to recognize taxable income

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in excess of cash proceeds received by us, which might adversely affect our ability to comply with the REIT distribution requirements, although we do not anticipate that this event will occur. The foregoing principles also will affect the calculation of our earnings and profits for purposes of determining the portion of our distributions that are taxable as a dividend. The allocations described in this paragraph may result in a higher portion of our distributions being taxed as a dividend than would have occurred had we purchased such properties for cash.

Basis in Operating Partnership Interest. The adjusted tax basis of our partnership interest in the Operating Partnership generally will be equal to (i) the amount of cash and the basis of any other property contributed to the Operating Partnership by us, (ii) increased by (a) our allocable share of the Operating Partnership’s income and (b) our allocable share of indebtedness of the Operating Partnership, and (iii) reduced, but not below zero, by (a) our allocable share of the Operating Partnership’s loss and (b) the amount of cash distributed to us, including constructive cash distributions resulting from a reduction in our share of indebtedness of the Operating Partnership. If the allocation of our distributive share of the Operating Partnership’s loss would reduce the adjusted tax basis of our partnership interest in the Operating Partnership below zero, the recognition of the loss will be deferred until such time as the recognition of the loss would not reduce our adjusted tax basis below zero. If a distribution from the Operating Partnership or a reduction in our share of the Operating Partnership’s liabilities would reduce our adjusted tax basis below zero, that distribution, including a constructive distribution, will constitute taxable income to us. The gain realized by us upon the receipt of any such distribution or constructive distribution would normally be characterized as capital gain, and if our partnership interest in the Operating Partnership has been held for longer than the long-term capital gain holding period (currently one year), the distribution would constitute long-term capital gain.

Sale of the Operating Partnership’s Property. Generally, any gain realized by the Operating Partnership on the sale of property held by the Operating Partnership for more than one year will be long-term capital gain, except for any portion of such gain that is treated as depreciation or cost recovery recapture. Under Section 704(c) of the Code, any gain or loss recognized by the Operating Partnership on the disposition of contributed properties will be allocated first to the partners of the Operating Partnership who contributed such properties to the extent of their built-in gain or loss on those properties for U.S. federal income tax purposes. The partners’ built-in gain or loss on such contributed properties will equal the difference between the partners’ proportionate share of the book value of those properties and the partners’ tax basis allocable to those properties at the time of the contribution as reduced for any decrease in the “book-tax difference.” See “—Income Taxation of the Operating Partnership and its Partners—Tax Allocations With Respect to the Operating Partnership’s Properties.” Any remaining gain or loss recognized by the Operating Partnership on the disposition of the contributed properties, and any gain or loss recognized by the Partnership on the disposition of the other properties, will be allocated among the partners in accordance with their respective percentage interests in the Operating Partnership.

Our share of any gain realized by the Operating Partnership on the sale of any property held by the Operating Partnership as inventory or other property held primarily for sale to customers in the ordinary course of the Operating Partnership’s trade or business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. Such prohibited transaction income also may have an adverse effect upon our ability to satisfy the income tests for REIT status. See “—Gross Income Tests.” We do not presently intend to acquire or hold or to allow the Operating Partnership to acquire or hold any property that represents inventory or other property held primarily for sale to customers in the ordinary course of our or the Operating Partnership’s trade or business.

Other Tax Considerations

Cost Basis Reporting

There are federal income tax information reporting rules that may apply to certain transactions in our shares. Where they apply, the “cost basis” calculated for the shares involved will be reported to the IRS and to you. For “cost basis” reporting purposes, you may identify by lot the shares that you transfer or that are redeemed, but if you do not timely notify us of your election, we will identify the shares that are transferred or redeemed on a “first in/first out” basis.

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Information reporting (transfer statements) on other transactions may also be required under these rules. Transfer statements are issued between “brokers” and are not issued to the IRS or to you.

Stockholders should consult their tax advisors regarding the consequences of these rules.

Tax Shelter Reporting

If a stockholder recognizes a loss with respect to the shares of (i) $2 million or more in a single taxable year or $4 million or more in a combination of taxable years, for a holder that is an individual, S corporation, trust, or a partnership with at least one noncorporate partner, or (ii) $10 million or more in a single taxable year or $20 million or more in a combination of taxable years, for a holder that is either a corporation or a partnership with only corporate partners, the stockholder may be required to file a disclosure statement with the IRS on Form 8886. Direct stockholders of portfolio securities are in many cases exempt from this reporting requirement, but stockholders of a REIT currently are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Stockholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

State and Local Taxes

We and/or you may be subject to taxation by various states and localities, including those in which we or a stockholder transacts business, owns property or resides. The state and local tax treatment may differ from the U.S. federal income tax treatment described above. Consequently, you should consult your tax advisors regarding the effect of state and local tax laws upon an investment in our common stock.

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ERISA CONSIDERATIONS

ERISA Considerations for an Initial Investment

The following is a summary of material considerations arising under the Employee Retirement Income Security Act of 1974, as amended, or ERISA, and the prohibited transaction provisions of Section 4975 of the Code that may be relevant to prospective investors. This discussion does not purport to deal with all aspects of ERISA or the Code that may be relevant to particular investors in light of their particular circumstances.

A prospective investor that is an employee benefit plan subject to ERISA, a tax-qualified retirement plan, an individual retirement account established pursuant to Section 408 or Section 408A of the Code (“IRA”), or a governmental, church, or other benefit plan that is exempt from ERISA, each of which we refer to as a Plan, is advised to consult its own legal advisor regarding the specific considerations arising under applicable provisions of ERISA, the Code, and state law with respect to the purchase, ownership, or sale of the shares by such plan or IRA.

A fiduciary of a Plan subject to ERISA should consider the fiduciary standards under ERISA in the context of the Plan’s particular circumstances before authorizing an investment of a portion of such Plan’s assets in our common shares. In particular, the fiduciary should consider:


•	whether the investment satisfies the diversification requirements of Section 404(a)(1)(c) of ERISA;


•	whether the investment is in accordance with the documents and instruments governing the Plan as required by Section 404(a)(1)(D) of ERISA;


•	whether the investment is for the exclusive purpose of providing benefits to participants in the Plan and their beneficiaries, or defraying reasonable administrative expenses of the Plan; and


•	whether the investment is prudent under ERISA.

In addition to the general fiduciary standards of investment prudence and diversification, specific provisions of ERISA and the Code prohibit a wide range of transactions involving the assets of a Plan and transactions with persons who have specified relationships to the Plan. Such persons are referred to as “parties in interest” in ERISA and as “disqualified persons” in the Code. Thus, a fiduciary of a Plan considering an investment in our common shares should also consider whether acquiring or continuing to hold our common shares, either directly or indirectly, might constitute a prohibited transaction. An excise tax may be imposed on any party in interest or disqualified person who participates in a prohibited transaction. The tax exempt status of an IRA will be lost if the IRA enters into a prohibited transaction.

Each fiduciary of an investing Plan must independently determine whether such investment constitutes a prohibited transaction with respect to that Plan. The prohibited transaction rules of ERISA and the Code apply to transactions with a Plan and also to transactions with the “plan assets” of the Plan. Section 3(42) of ERISA generally provides that “plan assets” means plan assets as defined in regulations issued by the Department of Labor. Under these regulations, if a Plan acquires an equity interest that is neither a “publicly-offered security” nor a security issued by an investment company registered under the Investment Company Act, then for purposes of the fiduciary responsibility and prohibited transaction provisions under ERISA and the Code, the assets of the Plan would include both the equity interest and an undivided interest in each of the entity’s underlying assets, unless an exemption applies.

These regulations define a publicly-offered security as a security that is “widely held,” “freely transferable,” and either part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, or sold pursuant to an effective registration statement under the Securities Act, provided the securities are registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the offering occurred. The shares are being sold in an offering registered under the Securities Act, and will be registered within the relevant time provided under Section 12(g) of the Exchange Act.

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The regulations also provide that a security is “widely held” only if it is part of a class of securities that is owned by 100 or more investors independent of the issuer and of one another. The regulations further provide that whether a security is “freely transferable” is a factual question to be determined on the basis of all relevant facts and circumstances. Our shares are subject to certain restrictions on transferability intended to ensure that we continue to qualify for federal income tax treatment as a REIT. We believe that the restrictions imposed under our charter and bylaws on the transfer of common shares are limited to the restrictions on transfer generally permitted under these regulations, and are not likely to result in the failure of the common shares to be “freely transferable.” The regulations also provide that when a security is part of an offering in which the minimum investment is $10,000 or less, the existence of certain restrictions on transferability intended to prohibit transfers which would result in (i) a termination or reclassification of the entity for state or federal tax purposes or (ii) a violation of any state or federal statute or regulation, will not ordinarily affect the determination that such securities are “freely transferable.” The minimum investment in Class T, S and D shares of our common stock is less than $10,000; thus, the restrictions imposed in order to maintain our status as a REIT and to comply with federal and state securities laws should not cause the shares of common stock to be deemed not “freely transferable.” The minimum initial investment for Class I shares is $1,000,000, unless waived by us. However, each Class I share has a value substantially below $10,000 and, after they are purchased, such shares can be sold or otherwise disposed of in a block of any number of shares, provided that shares may be transferred in a manner that causes the transferor or transferee to own less than $2,500 in our shares. Because the Class I shares may be sold in amounts less than $10,000 after the initial purchase, and because there are no restrictions on who may purchase such shares after the initial purchase (subject to state securities laws and regulations), we believe the restrictions on these shares should also be disregarded in determining whether such shares are “freely transferable.” Although there can be no assurance that the “freely transferable” requirement will be met with respect to these classes of shares, we believe that these classes of shares should be treated as “freely transferable.”

We believe that since we have 100 investors that are independent of us and of one another, our common shares will be “widely held” and we believe that our common shares are “freely transferable” as described above and, accordingly, that the common shares offered hereby should be deemed to be publicly-offered securities for the purposes of the Department of Labor regulations and that our assets should not be deemed to be “plan assets” of any Plan that invests in our common shares. Nonetheless, we cannot assure you that the Department of Labor, or DOL, and/or the U.S. Treasury Department could not reach a contrary conclusion.

ALL INVESTORS, INCLUDING BENEFIT PLAN FIDUCIARIES, SHOULD BE AWARE THAT NEITHER THE COMPANY, THE ADVISOR, HINES, THE DEALER MANAGER NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES IS UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY IN CONNECTION WITH THE OFFERING OR PURCHASE OF OUR COMMON STOCK AND THAT HINES, THE ADVISOR, THE DEALER MANAGER AND THEIR AFFILIATES HAVE FINANCIAL INTERESTS ASSOCIATED WITH THE PURCHASE OF OUR COMMON STOCK, INCLUDING THE FEES, EXPENSE REIMBURSEMENTS AND OTHER PAYMENTS THEY ANTICIPATE RECEIVING FROM THE COMPANY IN CONNECTION WITH THE PURCHASE OF OUR COMMON STOCK.

Annual Valuations

A fiduciary of an employee benefit plan subject to ERISA is required to determine annually the fair market value of each asset of the plan as of the end of the plan’s fiscal year and to file a report reflecting that value with the Department of Labor. When the fair market value of any particular asset is not available, the fiduciary is required to make a good faith determination of that asset’s fair market value assuming an orderly liquidation at the time the determination is made. In addition, a trustee or custodian of an IRA must provide an IRA participant with a statement of the value of the IRA each year.

In discharging its obligation to value assets of a plan, a fiduciary subject to ERISA must act consistently with the relevant provisions of the plan and the general fiduciary standards of ERISA. It is not currently intended that the shares of our common stock will be listed on a national securities exchange, nor is it expected that a public market for the shares of common stock will develop. To date, neither the IRS nor the Department of Labor has

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promulgated regulations specifying how a plan fiduciary should determine the “fair market value” of the shares of our common stock, namely when the fair market value of the shares of common stock is not determined in the marketplace. Therefore, to assist fiduciaries in fulfilling their valuation and annual reporting responsibilities with respect to ownership of shares of common stock, we intend to provide reports of our annual determinations of the estimated current value of our shares to those fiduciaries (including IRA trustees and custodians) who identify themselves to us and request the reports.

Except as described below, we presently expect to use the most recent primary offering price for each class of shares as the per share value for such class of shares for purposes of such reports to fiduciaries.

The National Association of Securities Dealers, or NASD, Rule 2340 sets forth the obligations of FINRA members to provide per share values in customer account statements. In accordance with the rule, we conduct and intend to continue to conduct monthly valuations of our NAV per share. We expect to use the NAV per share as the deemed per share value for purposes of reports to fiduciaries of retirement plans, subject to the annual reporting requirements of ERISA. Because we have used a portion of the proceeds from the sale of Class T Shares and Class S Shares in this offering to pay selling commissions and dealer manager fees, which reduce the amount of funds available for investment, unless our aggregate investments increase in value to compensate for these up-front fees, it is likely that the NAV per share for Class T Shares and Class S Shares, which will be the “value” shown on stockholders’ account statements, will be lower than the purchase price paid by our stockholders in this offering. Any NAV per share that we disclose may not be an accurate reflection of the fair value of our assets and liabilities in accordance with GAAP, may not reflect the price at which we would be able to sell all or substantially all of our assets or the outstanding shares of our common stock in an arm’s-length transaction, may not represent the value that stockholders could realize upon a sale of the company or upon the liquidation of our assets and settlement of our liabilities, and may not be indicative of the prices at which our shares would trade if they were listed on a national securities exchange. See “Description of Capital Stock—Valuation Policy and Procedures” for a description of our policy with respect to valuations of our common stock.

We intend to revise these valuation procedures to conform with any relevant guidelines that the IRS or the Department of Labor may hereafter issue and may also revise these procedures to conform with guidance that FINRA may issue in the future. Meanwhile, we cannot assure you:


•	that the value determined by us could or will actually be realized by us or by stockholders upon liquidation (in part because appraisals or estimated values do not necessarily indicate the price at which assets could be sold and because no attempt will be made to estimate the expenses of selling any of our assets);


•	that, due to the limitations on our share redemption program and the lack of secondary market for our shares, stockholders could realize this value if they were to attempt to have their shares redeemed by us to sell their shares of common stock; or


•	that the value, or the method used to establish value, would comply with the ERISA or IRA requirements described above.

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LEGAL PROCEEDINGS

We are not presently subject to any material pending legal proceedings other than ordinary routine litigation incidental to our business.

REPORTS TO STOCKHOLDERS

We will make available to you on our website at https://www.hinessecurities.com/hgit/ or, at our discretion, via email, our quarterly and annual reports and other reports and documents concerning your investment. To the extent required by law or regulation, or, in our discretion, we may also make certain of this information available to you via U.S. mail or other courier. You may always receive a paper copy upon request.

Our tax accountants will prepare our federal tax return (and any applicable state income tax returns). Generally we will provide appropriate tax information to our stockholders within 31 days following the end of each fiscal year. Our fiscal year will be the calendar year.

SUPPLEMENTAL SALES MATERIAL

In addition to this prospectus, we may use certain sales material in connection with the offering of the shares. However, such sales material will only be used when accompanied by or preceded by the delivery of this prospectus. In certain jurisdictions, some or all of such sales material may not be available. This material may include information relating to this offering, the past performance of the investment vehicles sponsored by Hines or its affiliates, property brochures and publications concerning real estate and investments.

The following is a brief description of the supplemental sales material prepared by us for use in permitted jurisdictions:


•	The Hines Global Fact Card, Hines Global Brochure and presentations, which briefly summarize (i) information about risks and suitability that investors should consider before investing in us; (ii) objectives and strategies relating to our selection of investments; and (iii) information about Hines Global and its sponsor, Hines;

•

Certain presentations, other print brochures and handouts, which include (i) information about risks and suitability that investors should consider before investing in us; (ii) various topics related to real estate investments and using real estate investments as part of an overall investment strategy; (iii) information regarding certain of our assets; and (iv) information about the sponsor, Hines; and


•	Certain information on our website, electronic media, presentations and third-party articles.

The offering of our common shares is made only by means of this prospectus. Although the information contained in such sales material will not conflict with any of the information contained in this prospectus, such material does not purport to be complete and should not be considered a part of this prospectus or the registration statement of which this prospectus is a part. Further, such additional material should not be considered as being incorporated by reference in this prospectus or the registration statement forming the basis of the offering of the shares of which this prospectus is a part.

LEGAL OPINIONS

The legality of the common shares being offered hereby has been passed upon for us by Venable LLP. In addition, the statements under the caption “Material U.S. Federal Income Tax Considerations” as they relate to federal income tax matters have been reviewed by Greenberg Traurig, LLP, and Greenberg Traurig, LLP has opined as to certain income tax matters relating to an investment in the common shares. Greenberg Traurig, LLP has represented Hines and other of our affiliates in other matters and may continue to do so in the future. Please see “Conflicts of Interest—Lack of Separate Representation.”

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EXPERTS

The statements included in this Prospectus under “Description of Capital Stock—Determination of our NAV per share as of June 30, 2018 and May 31, 2018,” relating to the role of Altus as the independent valuation firm, have been reviewed by Altus and are included in this Prospectus given the authority of Altus as an expert in real estate valuations.

The consolidated financial statements of Hines Global Income Trust, Inc. and subsidiaries (the “Company”) incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The statement of revenues and certain operating expenses of Rookwood, two contiguous shopping centers located in Cincinnati, Ohio, for the year ended December 31, 2016 incorporated by reference from our Current Report on Form 8-K/A filed on March 23, 2017, has been audited by Saville Dodgen & Company PLLC, independent auditors, as stated in their report, which is incorporated herein by reference (which report on the statement of revenues and certain operating expenses expresses an unqualified opinion and includes a matter of emphasis paragraph referring to the purpose of the statement) and is so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

To help you understand how we protect your personal information, we have included our Privacy Policy as Appendix C to this prospectus. This appendix describes our current privacy policy and practices. Should you decide to establish or continue a stockholder relationship with us, we will advise you of our policy and practices at least once annually, as required by law.

INCORPORATION BY REFERENCE


A.	Our Current Reports on Form 8-K, filed January 2, 2018, February 1, 2018, March 1, 2018, March 12, 2018, April 2, 2018, April 16, 2018, April 19, 2018, May 1, 2018, May 15, 2018, June 1, 2018, June 15, 2018, and July 9, 2018.


B.	Our Current Report on Form 8-K/A filed March 23, 2017.


C.	Our Annual Report on Form 10-K for the year ended December 31, 2017, filed March 29, 2018.


D.	Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed May 11, 2018.


E.	Our Definitive Proxy Statement on Schedule 14A, filed June 25, 2018.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement under the Securities Act on Form S-11 regarding this offering. This prospectus, which is part of the registration statement, does not contain all the information set forth in the registration statement and the exhibits related thereto filed with the SEC, reference to which is hereby made.

We are subject to the informational reporting requirements of the Exchange Act, and we will file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we have filed with the SEC at the public reference facilities of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. These documents also may be accessed through the SEC’s electronic data gathering analysis and retrieval system, or EDGAR, via electronic means, included on the SEC’s Internet website, www.sec.gov.

You may also request a copy of these filings at no cost, by writing or telephoning us at:

Hines Global Income Trust, Inc.
2800 Post Oak Boulevard, Suite 5000
Houston, Texas 77056-6118
Tel.: 1-888-220-6121
Attn: Investor Relations

Within 120 days after the end of each fiscal year we will provide to our stockholders of record an annual report. The annual report will contain audited financial statements and certain other financial and narrative information that we are required to provide to stockholders.

We maintain a website at https://www.hinessecurities.com/hgit/ where there is additional information about our business, but the contents of that site are not incorporated by reference in or otherwise a part of this prospectus.

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INDEX TO FINANCIAL STATEMENTS



Hines Global Income Trust, Inc.—Consolidated Financial Statements as of December 31, 2017 and 2016 and for the Years Ended December 31, 2017, 2016 and 2015
Report of Independent Registered Public Accounting Firm	*
Audited Consolidated Financial Statements
Consolidated Balance Sheets	*
Consolidated Statements of Operations and Comprehensive Income (Loss)	*
Consolidated Statements of Equity	*
Consolidated Statements of Cash Flows	*
Notes to the Consolidated Financial Statements	*

Hines Global Income Trust, Inc.—Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2018 and 2017 (Unaudited)
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets	*
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	*
Condensed Consolidated Statements of Equity	*
Condensed Consolidated Statements of Cash Flows	*
Notes to the Condensed Consolidated Financial Statements	*

Rookwood — For the Year Ended December 31, 2016
Report of Independent Auditor	*
Statement of Revenues and Certain Operating Expenses	*
Notes to Statements of Revenues and Certain Operating Expenses	*

Hines Global Income Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2017 and the Notes thereto	*
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	*


*	See the “Incorporation by Reference” section of the Prospectus.

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APPENDIX A-1

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A-4

A-5

APPENDIX A-2

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APPENDIX B

HINES GLOBAL INCOME TRUST, INC.
FORM OF SIXTH AMENDED AND RESTATED
DISTRIBUTION REINVESTMENT PLAN

Effective as of December 4, 2017

Hines Global Income Trust, Inc., a Maryland Corporation (the “Company”), has adopted the following Distribution Reinvestment Plan (the “DRP”). Capitalized terms shall have the same meaning as set forth in the Company’s Charter (the “Articles”) unless otherwise defined herein.

1.Distribution Reinvestment. As an agent for the stockholders (“Stockholders”) of the Company who elect to participate in the DRP or who are automatically enrolled in the DRP (the “Participants”) pursuant to the terms of a subscription for shares of the Company’s common stock (the “Shares”) pursuant to an offering by the Company (“Offering”), the Company will apply all cash distributions, other than Designated Special Distributions (as defined below), (“Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the DRP, to the purchase of the Shares for such Participants directly, if permitted under state securities laws and, if not, through the Dealer Manager or Soliciting Dealers registered in the Participant’s state of residence. The Shares purchased pursuant to the DRP shall be of the same Share class as the Shares with respect to which the Participant is receiving cash distributions to be reinvested through DRP. As used in the DRP, the term “Designated Special Distributions” shall mean those cash or other distributions designated as Designated Special Distributions by the Board of Directors.

2.Procedure for Participation. Any Stockholder who owns Shares, other than a Stockholder who is a resident of a state that does not, or is a client of a participating broker dealer that does not, permit automatic enrollment in the DRP who has received a prospectus and purchased Shares in the Company’s primary offering after the effective date of the DRP, will automatically become a Participant unless they elect not to become a Participant by noting such election on their subscription agreement. Any Stockholder who has received a prospectus as contained in the Company’s Registration Statement filed with the Securities and Exchange Commission (the “Commission”), who initially elects not to be a Participant, or who is a resident of a state that does not, or is a client of a participating broker dealer that does not, permit automatic enrollment in the DRP, may elect to become a participant of the DRP by completing and executing a subscription agreement, an enrollment form or any other appropriate authorization form as may be available from the Company from time to time. The then-current prospectus will indicate which states do not permit automatic enrollment in the DRP.

Participation in the DRP will begin with the next Distribution payable after receipt of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the DRP on the date that Distributions are paid by the Company. We request that if, at any time prior to the listing of the Shares on a national securities exchange, a Participant does not meet the minimum income and net worth standards established for making an investment in the Company or can no longer make the other representations or warranties set forth in the subscription agreement or other applicable enrollment form, he or she will promptly so notify the Company in writing.

Participation in the DRP shall continue until such participation is terminated in writing by the Participant pursuant to Section 7 below. If the DRP transaction involves Shares which are registered with the Commission in a future registration or the Board of Directors elects to change the purchase price to be paid for Shares issued pursuant to the DRP, the Company shall make available to all Participants the prospectus as contained in the Company’s Registration Statement filed with the Commission with respect to such future registration or provide public notification to all Participants of such change in the purchase price of Shares issued pursuant to the DRP. If, after a price change, a Participant does not desire to continue to participate in the DRP, he should exercise his right to terminate his participation pursuant to the provisions of Section 7 below.

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3.Purchase of Shares. Participants will acquire DRP Shares from the Company at a price equal to the transaction price applicable to the class of DRP Shares being acquired by the Participant at the time the DRP Shares are issued. The transaction price will be announced by the Company in a filing with the Commission and generally will be equal to the net asset value (“NAV”), per share applicable to the class of shares being acquired by the Participant at the time the DRP Shares are issued and most recently disclosed by the Company in a public filing with the Commission. Participants in the DRP may also purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares. However, a Participant will not be able to acquire DRP Shares to the extent that any such purchase would cause such Participant to violate any provision in the Articles.

Shares to be distributed by the Company in connection with the DRP may (but are not required to) be supplied from: (a) the DRP Shares which are being registered with the Commission in connection with the Offering, (b) Shares to be registered with the Commission after the Offering for use in the DRP (a “Future Registration”), or (c) Shares of the Company’s common stock purchased by the Company for the DRP in a secondary market (if available) or on a securities exchange (if listed) (collectively, the “Secondary Market”). Shares purchased on the Secondary Market as set forth in (c) above will be purchased at the then-prevailing market price, which price will be utilized for purposes of purchases of Shares in the DRP. Shares acquired by the Company on the Secondary Market will have a price per share equal to the then-prevailing market price, which shall equal the price on the securities exchange, or over-the-counter market on which such shares are listed at the date of purchase if such shares are then listed. If Shares are not so listed, the Board of Directors of the Company will determine the price at which Shares will be issued under the DRP.

If the Company acquires Shares in the Secondary Market for use in the DRP, the Company shall use reasonable efforts to acquire Shares for use in the DRP at the lowest price then reasonably available. However, the Company does not in any respect guarantee or warrant that the Shares so acquired and purchased by the Participant in the DRP will be at the lowest possible price. Further, irrespective of the Company’s ability to acquire Shares in the Secondary Market or to complete a Future Registration for Shares to be used in the DRP, the Company is in no way obligated to do either, in its sole discretion.

4.Share Certificates. The ownership of the Shares purchased through the DRP will be in book-entry form only.

5.Reports. Within 90 days after the end of the Company’s fiscal year, the Company shall provide or cause to be provided to each Stockholder an individualized report on his or her investment, including the purchase date(s), purchase price and number of Shares owned, as well as the dates of Distributions and amounts of Distributions paid during the prior fiscal year. In addition, the Company shall provide or cause to be provided to each Participant a confirmation at least once every calendar quarter showing the number of Shares owned by such Participant at the beginning of the covered period, the amount of the Distributions paid in the covered period and the number of Shares owned at the end of the covered period.

6.Commissions. The Company will not pay any selling commissions or dealer manager fees in connection with Shares sold pursuant to the DRP.

7.Termination by Participant. A Participant may terminate participation in the DRP at any time, upon 10 days’ written notice, without penalty by delivering to the Company a written notice of such termination. Any such withdrawal will be effective only with respect to distributions paid more than 30 days after receipt of such written notice. Prior to listing of the Shares on a national securities exchange, any transfer of Shares by a Participant to a non-Participant will terminate participation in the DRP with respect to the transferred Shares. Upon the Company’s receipt of a request for redemption from a Participant, the Company will terminate the Participant’s participation in the DRP. Upon termination of DRP participation, future Distributions, if any, will be distributed to the Stockholder in cash.

8.Taxation of Distributions. The reinvestment of Distributions in the DRP does not relieve Participants of any taxes which may be payable as a result of those Distributions and their reinvestment in Shares pursuant to the terms of the DRP.

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9.Amendment or Termination of DRP by the Company. The Board of Directors of the Company may by majority vote amend, suspend or terminate the DRP for any reason upon 10 days’ notice to the Participants, which notice shall be provided by the Company to the Participants in a Current Report on Form 8-K publicly filed with the Commission; provided, however, the Board of Directors may not amend the DRP to eliminate the right of a Participant to terminate participation in the DRP at least annually.

10.Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability: (a) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to receipt of notice in writing of such death; and (b) with respect to the time and the prices at which Shares are purchased or sold for Participant’s account.

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APPENDIX C

HINES GLOBAL INCOME TRUST, INC.
HINES SECURITIES, INC.
PRIVACY POLICY
OUR COMMITMENT TO PROTECTING YOUR PRIVACY

We consider customer privacy to be fundamental to our relationship with our stockholders. In the course of servicing your account, we collect personal information about you (“Nonpublic Personal Information”). We are committed to maintaining the confidentiality, integrity and security of our stockholders’ personal information. It is our policy to respect the privacy of our current and former stockholders and to protect the personal information entrusted to us. This privacy policy (this “Privacy Policy”) describes the standards we follow for handling your personal information and how we use the information we collect about you.


1.	Information We May Collect.

We may collect Nonpublic Personal Information about you from the following sources:

•

Information on applications, subscription agreements or other forms which may include your name, address, e-mail address, telephone number, tax identification number, date of birth, marital status, driver’s license number, citizenship, assets, income, employment history, beneficiary information, personal bank account information, broker/dealer, financial advisor, IRA custodian, account joint owners and similar parties;


•	Information about your transactions with us, our affiliates and others, such as the types of products you purchase, your account balances and transactional history; and


•	Information obtained from others, such as from consumer credit reporting agencies which may include information about your creditworthiness, debts, financial circumstances and credit history, including any bankruptcies and foreclosures.


2.	Why We Collect Nonpublic Personal Information.

We collect information from and about you:


•	in order to identify you as a customer;


•	in order to establish and maintain your customer accounts;


•	in order to complete your customer transactions;


•	in order to market investment products or services that may meet your particular financial and investing circumstances;


•	in order to communicate and share information with your broker/dealer, financial advisor, IRA custodian, joint owners and other similar parties acting at your request and on your behalf; and


•	in order to meet our obligations under the laws and regulations that govern us.


3.	Use and Disclosure of Information.

We may disclose all of the Nonpublic Personal Information we collect about you as described above to the following types of third parties:


A.	Our Affiliated Companies. We may offer investment products and services through certain of our affiliated companies, and we may share all of the Nonpublic Personal Information we collect on you with such affiliates. We believe that by sharing information about you and your accounts among our companies, we

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are better able to serve your investment needs and to suggest services or educational materials that may be of interest to you. You may limit the information we share with our affiliate companies as described at the end of this notice below.

Nonaffiliated Financial Service Providers and Joint Marketing Partners. From time to time, we use outside companies to perform services for us or functions on our behalf, including marketing of our own investment products and services or marketing products or services that we may offer jointly with other financial institutions. We may disclose all of the Nonpublic Personal Information we collect as described above to such companies. However, before we disclose Nonpublic Personal Information to any of our service providers or joint marketing partners, we require them to agree to keep your Nonpublic Personal Information confidential and secure and to use it only as authorized by us.

Other Nonaffiliated Third Parties. We do not sell or share your Nonpublic Personal Information with nonaffiliated outside marketers, for example, retail department stores, grocery stores or discount merchandise chains, who may want to offer you their own products and services. However, we may also use and disclose all of the Nonpublic Personal Information we collect about you to the extent permitted by law. For example, to:


D.	correct technical problems and malfunctions in how we provide our products and services to you and to technically process your information;


E.	protect the security and integrity of our records, Web Site and customer service center;


F.	protect our rights and property and the rights and property of others;


G.	take precautions against liability;


H.	respond to claims that your information violates the rights and interests of third parties;


I.	take actions required by law or to respond to judicial process;


J.	assist with detection, investigation or reporting of actual or potential fraud, misrepresentation or criminal activity; and


K.	provide personal information to law enforcement agencies or for an investigation on a matter related to public safety to the extent permitted under other provisions of law.


4.	Protecting Your Information.

Our employees are required to follow the procedures we have developed to protect the integrity of your information. These procedures include:


A.	Restricting physical and other access to your Nonpublic Personal Information to persons with a legitimate business need to know the information in order to service your account;


B.	Contractually obligating third parties doing business with us to keep your Nonpublic Personal Information confidential and secure and to use it only as authorized by us;


C.	Providing information to you only after we have used reasonable efforts to assure ourselves of your identity by asking for and receiving from you information only you should know; and


D.	Maintaining reasonably adequate physical, electronic and procedural safeguards to protect your information.


5.	Former Customers.

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We treat information concerning our former customers the same way we treat information about our current customers.


6.	Keeping You Informed.

We will provide notice of our Privacy Policy annually, as long as you maintain an ongoing relationship with us. If we decide to change our Privacy Policy, we will post those changes on our Web Site so our users and customers are always aware of what information we collect, use and disclose. If at any point we decide to use or disclose your Nonpublic Personal Information in a manner different from that stated at the time it was collected, we will notify you in writing, which may or may not be by e-mail. If you object to the change to our Privacy Policy, then you must contact us using the information provided in the notice. We will otherwise use and disclose a user’s or a customer’s Nonpublic Personal Information in accordance with the Privacy Policy that was in effect when such information was collected.


7.	Questions About Our Privacy Policy.

If you have any questions about our Privacy Policy, please contact us via telephone at 888.220.6121 or email at hgrprivacy@hines.com.


8.	Your Right to Limit our Information Sharing with Affiliates.

This Privacy Policy applies to Hines Global Income Trust, Inc. and Hines Securities, Inc. Federal law gives you the right to limit some but not all marketing from our affiliates. Federal law also requires us to give you this notice to tell you about your choice to limit marketing from our affiliates. You may tell us not to share information about your creditworthiness with our affiliated companies, except where such affiliate is performing services for us. We may still share with them other information about your experiences with us. You may limit our affiliates in the Hines group of companies, such as our securities affiliates from marketing their products or services to you based on your personal information that we collect and share with them. This information includes your account and investment history with us and your credit score.

If you want to limit our sharing of your information with our affiliates, you may contact us:

By telephone at: 888.220.6121

By mail: Mark your choices below, fill in and send to:

HINES GLOBAL INCOME TRUST, INC.
2800 Post Oak Blvd., Suite 5000
Houston, TX 77056



	Do not share information about my creditworthiness with your affiliates for their everyday business purposes.
	Do not allow your affiliates to use my personal information to market to me.
Name:

Signature:

Your choice to limit marketing offers from our affiliates will apply for at least 5 years from when you tell us your choice. Once that period expires, you will receive a renewal notice that will allow you to continue to limit marketing offers from our affiliates for at least another 5 years. If you have already made a choice to limit marketing offers from our affiliates, you do not need to act again until you receive a renewal notice. If you have not already made a choice, unless we hear from you, we can begin sharing your information 30 days from the date we sent you this notice. However, you can contact us at any time to limit our sharing as set forth above.

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Residents of some states may have additional privacy rights. We adhere to all applicable state laws.

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APPENDIX D

HINES HISTORY, EXPERIENCE AND TIMELINE

Hines, our sponsor, has over 60 years of experience. This timeline briefly summarizes this history. Our Advisor relies on Hines to locate, evaluate and assist in the acquisition of our real estate investments and to perform many of our day-to-day operations. Hines also manages all of our direct and indirect real estate investments.

We do not have an interest in any of the funds, properties or projects listed below. This summary is included to provide potential investors with additional historical information about our sponsor. See “Risk Factors—Risks Related to Our Business in General—We are different in some respects from other investment vehicles sponsored by Hines, and therefore the past performance of such investments may not be indicative of our future results and Hines has limited experience in acquiring and operating certain types of real estate investments that we may acquire.” Hines’ past performance may not be indicative of our future results. In addition, certain other programs sponsored by Hines have experienced declines in the appraisal value of their assets and net asset values of their funds.

Please see “Investment Objectives and Policies With Respect to Certain Activities” for a description of our investment objectives and policies, which differ from some of the current and historical projects sponsored by Hines. For example, Hines’ previous programs and investments were conducted through privately held entities not subject to the up-front commissions, fees and expenses associated with this offering or all of the laws and regulations to which we are subject to; and a significant portion of the prior programs, financial results and history of Hines involve development projects. We do not currently expect to undertake significant development projects.

Since 1993, Hines has sponsored 57 investment vehicles with over $47.6 billion in committed equity for property acquisition and development in the U.S., Europe, Latin America and Asia Pacific, with 36 funds in the investment or operations/disposition phase as of December 31, 2017. A recent U.S. investment fund is earmarked solely for “green” office buildings, which underscores the firm’s longstanding commitment to sustainability. Hines was an early adopter of the EPA’s ENERGY STAR^® program for commercial buildings, as well as the U.S. Green Building Council’s LEED^® rating program. Hines’ investor partners and clients include major public and private pension funds, government investment authorities, insurance companies, financial institutions, endowments and individual investors.

Establishment Through Recognized Performance: The Late 50s, 60s & 70s

Originally a developer of warehouse and distribution buildings with some ancillary office space in the 1960s, Hines shifted its strategy during the 1970s from smaller industrial and office properties to large and distinctive office towers, anticipating corporate America’s interest in signature office buildings.



1957	—	Gerald D. Hines Interests founded as a sole proprietorship.
1958	—	After six office/warehouse projects, Hines completes the firm’s first Class A Office Project, 4219 Richmond Ave., Houston, Texas.
1967	—	Gerald D. Hines Interests celebrates its 10th anniversary with 97 office, warehouse, retail, parking and residential projects in its portfolio.
1971	—	Hines builds its first office tower in downtown Houston, the 50-story One Shell Plaza.
1973	—	Banking Division is formed to pursue development of bank headquarters in joint ventures outside Houston, starting national expansion of firm.
1975	—	Pennzoil Place is completed and named building of the year by the NY Times.
1976	—	Hines sells a major interest in Pennzoil Place to an international investor. Hines completes its first international development in Montreal.
1978	—	Construction of Three First National Plaza (Chicago) begins.
1979	—	The West Region office opens in San Francisco.

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Equity Joint Ventures and Selective Recapitalization: The 80s

During the high interest rate environment of the 1980s, Hines structured development partnerships with providers of long term equity to capitalize larger and more complex development projects in central business districts.



1981	—	The East Region office opens in New York City.
1982	—	The Southeast Region office opens in Atlanta.
1983	—	Transco Tower, now called Williams Tower, and Republic Bank Center, now called Bank of America Center (both in Houston) are completed, as is United Bank Center, now Wells Fargo Center (Denver) is completed.
1984	—	580 California (San Francisco), Huntington Center (Columbus) and Southeast Financial Center, now Wachovia Financial Center (Miami) are completed.
1985	—	Ravinia Center (Atlanta) is completed.
1986	—	53rd At Third and 31 West 52nd Street are completed (both in New York). The Midwest Region office opens in Chicago.
1987	—	Hines celebrates its 30th anniversary with 373 projects completed and 921 employees throughout the U.S. The Norwest Center (Minneapolis) and Columbia Square (Washington, D.C.) buildings are completed.
1988–1989	—	500 Bolyston (Boston) and Franklin Square (Washington, D.C.) are completed.

Global Expansion, Acquisitions and Investment Management: The 90s

In the early 1990s, Hines strategically decided to expand internationally, seeing an opportunity to provide quality space in overseas markets to multi-national firms. Domestically, as real estate markets softened in the early 90s, Hines saw an opportunity to buy buildings below replacement cost and purchased over 27 million square feet in existing properties during the decade.

In the late 90s, Hines formed a series of co-investment partnerships with major investors to execute a suburban office market development strategy.



1978	—	Construction of Three First National Plaza (Chicago) begins.
1991	—	The first international office opens in Berlin. 450 Lexington (New York) and One Detroit Center, now Comerica Tower (Detroit) are completed.
1992	—	Mexico City and Moscow offices open. The renovation and development of the historic Postal Square (Washington, D.C.) is completed.
1993	—	700 11th Street (Washington, D.C.) is acquired, the first building acquisition by Hines.
1994	—	Hines begins the year with 18 major developments in progress in the U.S. and three foreign countries. Greenspoint Plaza (Houston) is acquired. Del Bosque is completed in Mexico City and sold to Coca-Cola for its Latin America headquarters.
1995	—	Paris, London, Frankfurt and Prague offices are all opened. In partnership with Morgan Stanley, Hines acquires the Homart portfolio (15 U.S. office buildings).
1996	—	The Barcelona and Beijing offices open. Hines closes its first international fund, Emerging Markets Fund I.
1997	—	Hines celebrates its 40th anniversary with 2,700 employees worldwide. Warsaw office opens. Construction begins on Diagonal Mar in Barcelona, the largest European undertaking for Hines to date.
1998	—	Hines completes its first international property acquisition, Reforma 350 in Mexico City. Hines Corporate Properties (Hines’ first Build-to-Suit Fund) closes. Hines U.S. Development Fund I closes. CalPERS selects Hines as partner and investment manager for its $950 million portfolio of 18 properties. Sào Paulo office opens.

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1999	—	The Hines U.S. Office Development Fund II and Emerging Markets Real Estate Fund II close. Hines completes Mala Sarka (Prague), DZ Bank (Berlin), and Main Tower (Frankfurt). Hines acquires Figueroa at Wilshire (Los Angeles), 1100 Louisiana (Houston), and Bank of America Tower (Miami).

Continuing Development, Expanded Investment Vehicles: The 00s



2000	—	Hines starts major office projects in the central business districts of Seattle, Chicago, New York and San Francisco. Hines acquires 750 Seventh Avenue (New York).
2001	—	Hines develops, Gannett/USA Today headquarters in Virginia and projects for Morgan Stanley Dean Witter, Bear Stearns and Swiss Bank Corporation (now UBS Warburg) in New York. Hines is named ENERGY STAR® Partner of the year.
2002	—	Hines initiates the Hines Suburban Office Venture to acquire suburban office properties. Hines completes 745 Seventh Avenue in New York City and the resort community of Aspen Highlands Village in Aspen, Colorado. Hines is named ENERGY STAR® Partner of the year.
2003	—	Completed projects include Hilton Americas-Houston, Toyota Center and Calpine Center (all in Houston), 2002 Summit Boulevard (Atlanta), ABN AMRO (Chicago), Benrather Karree (Düsseldorf) and Panamérica Park (São Paulo). Hines expands its presence in Paris with three significant projects. Hines begins the urban planning project Garibaldi Repubblica (Milan), a master plan project which includes residential, office, retail and a hotel as well as a 26-acre public park. Additional residential projects include Tower I of Park Avenue (Beijing), River Valley Ranch (Colorado) and master-planned community Diagonal Mars Illa de Llac in Barcelona. The Hines European Development Fund is formed to focus on Class A office properties in Western Europe. The Hines U.S. Core Fund acquires its first buildings, three New York City office buildings and a building in Washington D.C. The Hines U.S. Office Value Added Fund offering is closed. Construction begins on One South Dearborn (Chicago), 2525 Ponce de Leon (Coral Gables), 1180 Peachtree (Atlanta) and Torre Almirante (Rio de Janeiro). Hines is named ENERGY STAR® Partner of the year.
2004	—	Hines sponsors its first public program, Hines REIT, which commences its first public offering. Development continues on Cannon Place, 99 Queen Victoria and the new world headquarters for the Salvation Army (all in London), and International Plaza-Kempinski Hotel (São Paulo). Hines is honored with the Environmental Protection Agency’s ENERGY STAR® Sustained Excellence Award.
2005	—	Hines continues to seek out new development and investment opportunities in over 100 markets around the world. Hines and CalPERS create funds to invest in Mexico’s real estate market and Brazil’s office, industrial and residential markets. Properties in development include 300 North LaSalle and One South Dearborn in Chicago and 900 de Maisonneuve in Montreal.
2006	—	Hines and CalPERS establish the nation’s first real estate investment fund devoted solely to sustainable development. New Delhi office opens. Hines develops new region called Eurasia, which includes Poland, Russia and now India.
2007	—	Hines celebrates its 50th anniversary with more than 3,150 employees and almost 900 projects completed and under way around the globe. The Dubai office opens.
2008	—	Gerald D. Hines receives the first ever Visionary Leadership in Real Estate Development Award from Harvard Design School. Hines introduces Hines GREEN OFFICE (HinesGO), a voluntary, internal program created to measure and reward sustainability within all Hines offices worldwide. Hines employees lead the effort in setting the standard for a sustainable future by “walking the walk” in Hines’ own offices. Hines REIT, which is sponsored by Hines, wins the NAREIT Gold Leader in the Light Award for demonstrating superior and sustained energy practices.

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2009	—	Hines launches its second public program, Hines Global REIT, which commences its first public offering. Hines expands the Hines GREEN OFFICE program by offering it to its more than 3,500 tenants worldwide. Hines is honored with the Environmental Protection Agency’s 2009 ENERGY STAR® Sustained Excellence Award in recognition of the firm’s continued leadership in superior energy management. Hines REIT receives NAREIT Bronze Leader in the Light Award for its continuing demonstration of superior and sustained energy practices.
2010	—	Hines is honored with the Environmental Protection Agency’s 2010 ENERGY STAR® Sustained Excellence Award in recognition of the firm’s continued leadership in superior energy management. Hines Global REIT acquires Fifty South Sixth in Minneapolis; Southpark Commerce Center II in Austin, TX; Hock Plaza in Durham, NC; Brindleyplace in London; and 17600 Gillette in Irvine, CA. MainPlace in downtown Houston becomes BG Group Place with the signing of a major lease. CalPERS commits $190 million to Hines CalPERS Brazil Fund. City Council approves Waterfront Toronto’s Bayside development project, which will transform the city’s waterfront into an active and diverse mixed-use community connected by major parks and public spaces. Hines sells trophy tower in Chicago, 300 N. LaSalle and retains management of 60-story LEED Gold tower. Hines’ Zielo Shopping Pozuelo chosen as “Best Small Shopping Centre in Spain” by Spanish Association of Shopping Centres. Hines begins construction on 43-story luxury residential tower in Warsaw, Poland called Twarda 2/4, as well as the Arboretum, a 12-story residential building in Lodz. Hines’ GREEN OFFICE program grows to 19 million square feet in first year including more than 400 tenants occupying more than 19 million square feet. Hines’ Pan-European Core Fund acquires 12-story Domkaskaden office building in Hamburg.
2011	—	Hines receives Environmental Protection Agency’s 2011 ENERGY STAR® Sustained Excellence Award. Hines receives top ranking as “Greenest Company” from Commercial Property Executive magazine. Hines is chosen by Private Equity Real Estate as Latin America Firm of the Year. Hines begins construction on 280 High Holborn in Midtown (UK). Hines Global REIT acquires: Stonecutter Court (London, UK); FM Logistics Park (Moscow, Russia); Gogolevsky 11 (Moscow, Russia) 250 Royall (Canton, MA); Campus at Marlborough (Marlborough, MA); Fisher Plaza (Seattle, WA); and 9320 Excelsior Boulevard (Hopkins, MN). Hines hires Alan Patton to lead new Multifamily Division to expand the firm’s development activity throughout the U.S. working with Hines’ domestic regions on for-rent residential. Hines opens office in Dublin to target real estate opportunities emerging from the restructuring of Irish banking and real estate sectors. Construction begins on Hines Archstone’s CityCenterDC, a 10-acre mixed-use development in Washington, DC. Hines and New York State Common Retirement Fund form new venture to develop U.S. single-tenant properties. Hines announces the development of 7 Bryant Park, an iconic new trophy-class office tower on Avenue of the Americas overlooking Bryant Park. Hines sells Three First National Plaza in Chicago. Hines breaks ground on Eos at Interlocken, a Class A, 186,000-square-foot, LEED® Gold pre-certified office building in Broomfield, CO. Hines completes Cannon Place, a 400,000-square-foot office building incorporating the redevelopment of Cannon Street Station, in London. Hines’ 101 California earns LEED Platinum certification and scores #1 out of 7,307 LEED for Existing Building projects worldwide. Hines’ 30-story Garibaldi Tower in Porta Nuova officially becomes the tallest building in Italy, rising to 754 feet high with the addition of a 256-foot-tall spire. Hines starts construction on Centrum Biurowe Neptun Office Building in Gdansk, Poland.

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2012	—	Hines Global REIT acquires 9320 Excelsior Boulevard and Logistics Portfolio in Poland. Hines and DLF begin construction on One Horizon Center in Gurgaon. Hines receives Environmental Protection Agency’s 2012 ENERGY STAR® Sustained Excellence Award. Hines announces the start of construction on Apartamenty Novum, firm’s first project in Krakow, Poland. Hines is selected by Caixa, Brazil’s largest savings and loan bank, as consultant to the Porto Maravilha REIT, an investment fund set up to finance Porto Maravilha, the old docklands of Rio de Janeiro. Hines Global REIT acquires first Australian asset, 144 Montague, which expands Hines’ operations to five continents. Hines receives top ranking as “Greenest Company” from Commercial Property Executive magazine for the second year in a row. Hines breaks ground on landmark office tower for LPL Financial at La Jolla Commons. Ivanhoé Cambridge and Hines announce development of sculptural office tower, River Point, in Chicago. Hines Global REIT acquires second Australian asset, 100 Brookes Street in Fortitude Valley, just outside of Brisbane in Queensland. Hines sells Southern California Portfolio, which includes approximately 4.5 million square feet of office space in a total of 59 buildings across Southern California. Hines Global REIT acquires 550 Terry Francois in San Francisco’s Mission Bay district. Hines Global REIT also acquires fifth industrial asset, Distribution Park Sosnowiec, in Poland and capitalizes on middle-class growth in Eastern Europe. North Carolina Department of Transportation engages Hines as Master Developer of Gateway Station. Research Triangle Foundation engages Hines to develop the next phase of Research Triangle Park. Major public piazza in Hines’ Porta Nuova Garibaldi opens in Milan. Hines announces that LPL Financial at La Jolla Commons will produce more energy on site than it uses and will become the largest Net-Zero energy commercial office building in U.S.
2013	—	Hines starts construction on Azure residences in St. Petersburg, and on River Point, a development including a 45-story office tower and a 1.5-acre public park in downtown Chicago’s West Loop. Hines Global REIT acquires Mercedes-Benz Bank Building in Stuttgart, Germany. 499 Park Avenue, 425 Lexington and 1200 Nineteenth Street are sold for investment. Hines celebrates groundbreaking on signature office property, 7 Bryant Park. Hines acquires Archstone’s interest in the CityCenterDC project. Hines receives Environmental Protection Agency’s 2013 ENERGY STAR® Sustained Excellence Award. Hines REIT sells iconic Williams Tower to Invesco Real Estate. Hines Global REIT acquires One Westferry Circus in London, 465 Victoria in Sydney, Australia, and the 481,070-square-foot New City office complex in Warsaw, Poland. Boston Properties and Hines celebrated groundbreaking of Transbay Tower, the West Coast’s tallest building.
2014	—	Hines completes Phase I of CityCenterDC, a mixed-use development in Washington, DC. Hines begins construction on: 53W53, a 75-story tower next to MoMA in Manhattan; Jing An Tower, a 54-story, 1,444,546 square-foot mixed-use project in Shanghai, China; 609 Main at Texas, a 48-story, 1,050,000-square-foot office tower in downtown Houston; The Southmore, a 25-story for-rent multifamily development in Houston’s Museum District; and Market Square Residential, a 32-story for-rent multifamily development in Houston. Hines Securities reaches a milestone raising $5 billion in capital. Hines REIT acquires the Howard Hughes Center in Los Angeles. Hines Global makes its first acquisition with 2819 Loker Avenue East in Carlsbad, California. Hines Global REIT acquires The Rim in San Antonio and 818 Bourke Street in Melbourne, Australia. Hines acquires Pier I Imports Building in Fort Worth, Kö-Quartier in Düsseldorf, Germany, and two properties in Stuttgart, Germany- Caleido Stuttgart and Kronprinzbau. Hines Poland Sustainable Income Fund (HPSIF) acquires Kronprinzbau. Hines wins the 2014 ENERGY STAR® Sustained Excellence Award. Hines opens office in Greece.

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2015	—	Hines forms the Retail Resources Group to expand the firm’s retail depth and expertise, and to assist all company-wide retail development, acquisition and redevelopment efforts. Hines receives the 2015 ENERGY STAR Partner of the Year - Sustained Excellence Award in recognition of continued leadership in sustainability. This is the eleventh time Hines has been recognized by the EPA and the eighth time Hines has received this award. The firm has more than 195 LEED certified, pre-certified or registered projects, representing over 100 million square feet. Hines owns/manages more than 180 ENERGY STAR-labeled buildings, representing over 80 million square feet. Hines breaks ground on numerous projects, including Asturia, a mixed-use, master-planned community in Tampa, FL; The Sheraton Georgetown Texas Hotel and Conference Center, a 196,284-square-foot, 222-room hotel; 400/450 Concar, a 305,000-square-foot office complex in San Mateo, CA; 1144 Fifteenth, a 662,000-square-foot Class A office tower in Denver; Aqualina at Bayside, the first residential phase of Bayside Toronto; and the T3 (timber, transit and technology) development, an innovative 220,00-square-foot, seven-story office building in Minneapolis. The HPSIF offering closes in June with total capitalization of €155 million. HPSIF will acquire properties that can be actively managed to improve energy efficiency and lower emissions. The portfolio currently includes three office buildings in Warsaw’s Mokotów district: Ambassador, Nestlé House and Sky Office Center. Gerald D. Hines celebrates his 90th birthday at his namesake school, the Gerald D. Hines College of Architecture and Design at the University of Houston, where he is honored by world-renowned architects from around the globe.
2016	—	Hines secures a €1.3 Billion investment mandate on behalf of Bayerische Versorgungskammer (BVK), Germany’s largest pension fund, to focus on high-street retail assets across 20 countries in Europe. Hines announces the development of Southside Quarter, a signature mixed-use, master-planned community on 105 acres in Jacksonville, Florida. Hines appoints Sherri W. Schugart to the firm’s Executive Committee. Hines receives the 2016 ENERGY STAR Partner of the Year - Sustained Excellence Award in recognition of continued leadership in sustainability. This is the twelfth time Hines has been recognized by the EPA and the ninth time Hines has received this award. Hines & Welltower announce plans to develop a 15-story Seniors Housing and Memory Care Community in Midtown Manhattan. Construction begins on Hines and Qatari Diar’s Conrad Washington, D.C. luxury hotel at CityCenterDC. The 360-room Herzog & de Meuron design will feature 30,000 square feet of additional retail space. Hines and JV partners Urban Pacific Development and Broad Street Principal Investments announce the acquisition of the Transbay Parcel F in San Francisco, which will be the future site of a proposed 60-story 750-foot tall mixed-use tower containing Class A office, a luxury hotel, and residential units at the top of the tower. Hines releases the firm’s fifth sustainability report focusing on the future and how the firm anticipates and plans for it by developing strategies and methodologies to increase resilience, relevance and longevity. Hines announces a joint venture with TIAA Global Asset Management and the Zimmerman family to develop the Residences at La Colombe d’Or, a luxury 285-unit high-rise multifamily project located in the Montrose/Museum District neighborhood of Houston. Hines Global acquires Goodyear Crossing II, a Class A industrial warehouse located in the Goodyear submarket of Phoenix, Arizona, which is fully leased to a major online retailer. Hines enters the Student Housing market in Europe with the acquisition of sites in Ireland and the United Kingdom.

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2017	—	Hines creates the Office of Innovation as an access point for new and innovative ideas and products. Hines becomes a Founding Alliance Member of the Well Living Lab, a collaboration between Delos and Mayo Clinic to explore the connection between health and the indoor environment. Hines breaks ground on numerous projects including CIBC Square, two highly innovative office buildings on a 2.9-million-square-foot urban campus in Toronto; Wolf Point East, a 60-story, 698-unit luxury apartment tower and second phase of the Wolf Point development in Chicago; Southside Quarter, a 105-acre signature mixed-use property in Jacksonville, FL; The Parks at Walter Reed, a 3.1 million-square-foot, mixed-use neighborhood in Washington, D.C.; MacArthur Commons, a 385-unit multifamily development in Oakland, CA; the Offices at Chandler Viridian, the tallest multi-tenant building in Chandler, AZ; The Lincoln Common, a mixed-use project in Chicago; and the second phase of construction commences at Outlet Village Pulkovo, the first and largest retail outlet complex in Saint Petersburg, Russia. Hines enters the Greek market with the acquisition of the Athens Ledra Hotel in central Athens. Hines accelerates its growth in the student housing sector in the UK and Ireland with the launch of a new operating platform, Aparto. Hines Global Income Trust, Inc. acquires Rookwood Pavilion and Rookwood Commons, two shopping centers in Cincinnati. Hines partners with Tata Housing to development Serein, India’s first wellness homes project in Thane. Hines celebrates diversity in Sustainability Report 6.0, a detailed review of the firm’s environmental, social and governance performance, compiled in accordance with the Global Reporting Initiative (GRI). Hines earns 2017 ENERGY STAR® Partner of the Year - Sustained Excellence Award for the 10th time.

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Up to $2,500,000,000 in

Common Shares

Hines Global Income Trust, Inc.

Offered to the Public

PROSPECTUS

Hines Securities, Inc.

You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to make any representations other than those contained in the prospectus and supplemental literature authorized by Hines Global Income Trust, Inc. and referred to in this prospectus, and, if given or made, such information and representations must not be relied upon. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct of any time subsequent to the date of this prospectus.

July 18, 2018

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

All capitalized terms used and not defined in Part II of this registration statement shall have the meanings assigned to them in the prospectus which forms a part of this registration statement.

Item 31. Other Expenses of Issuance and Distribution

The following is a statement of estimated expenses to be incurred by Hines Global Income Trust, Inc. in connection with the issuance and distribution of the securities being registered pursuant to this registration statement. All amounts are estimated except the Securities Act registration fee and the FINRA filing fee.



	Amount
Securities Act registration fee	$	47,150
FINRA filing fee	61,400
Blue sky qualification fees and expenses	922,900
Printing and mailing expenses	4,289,900
Legal fees and expenses	3,983,300
Accounting fees and expenses	1,522,000
Advertising and sales literature	3,637,800
Transfer agent fees	1,995,700
Bank and other administrative expenses	250,000
Due diligence expense reimbursements	1,444,694
Advisor personnel salaries	344,328
Reimbursements related to sponsoring and attending conferences—additional underwriting compensation	3,509,170
Wholesaler expense reimbursements and reimbursements of the Dealer Manager’s legal fees—additional underwriting compensation	1,371,549
Total	$	23,379,891

Item 32. Sales to Special Parties

Not applicable.

Item 33. Recent Sales of Unregistered Securities

On September 20, 2018, 504.541 restricted common shares were granted to each of our independent directors, Messrs. Humberto “Burt” Cabañas, Dougal A. Cameron, and John O. Niemann, Jr. Such restricted shares were granted pursuant to Restricted Share Award Agreements between us and each of our independent directors, as part of the independent directors’ annual compensation for service on our board of directors and without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Item 34. Indemnification of Directors and Officers

The Maryland General Corporation Law, which we refer to as the MGCL, permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from: (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty established by a final judgment as being material to the cause of action.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made or threatened to be made a party by reason of his service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (ii) the director or officer actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL a Maryland corporation may not provide indemnification for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis

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that personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to director or officer upon the corporation’s receipt of: (i) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification; and (ii) a written undertaking by him or on his behalf to repay the amount paid or reimbursed if it shall ultimately be determined that the standard of conduct was not met.

Subject to the conditions set forth in this Item, our charter provides that no director or officer of Hines Global will be liable to Hines Global or its stockholders for money damages and that Hines Global shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay, advance or reimburse the reasonable expenses of any director or officer of Hines Global against any and all losses or liabilities reasonably incurred by any such person in connection with or by reason of any act or omission performed or omitted to be performed on our behalf in such capacities. Under our charter, we shall not indemnify a director, an advisor or an affiliate of the advisor, each of which we refer to as an Indemnified Party, for any liability or loss suffered by such Indemnified Party, nor shall we provide that such Indemnified Party be held harmless for any loss or liability suffered by us, unless all of the following conditions are met: (i) the Indemnified Party determined, in good faith, that the course of conduct which caused the loss or liability was in our best interests; (ii) the Indemnified Party was acting on behalf of or performing services for us; (iii) such liability or loss was not the result of negligence or misconduct by such Indemnified Party except in the event that the Indemnified Party is or was an independent director, such liability or loss was not the result of gross negligence or willful misconduct; and (iv) such indemnification or agreement to hold harmless is recoverable only out of our net assets and not from our stockholders.

Notwithstanding the foregoing, we shall not indemnify any Indemnified Party or any person acting as a broker dealer, for any loss, liability or expenses arising from or out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which our securities were offered or sold as to indemnification for violations of securities laws. Our charter provides that the advancement of our funds to an Indemnified Party for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services by the Indemnified Party on behalf of us; (ii) the legal action is initiated by a third party who is not a stockholder of ours or the legal action is initiated by a stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnified Party provides us with written affirmation of his good faith belief that he met the standard of conduct necessary for indemnification and undertakes to repay the advanced funds to us, together with the applicable legal rate of interest thereon, in cases in which such Indemnified Party is found not to be entitled to indemnification.

Indemnification under the provisions of the MGCL is not deemed exclusive of any other rights, by indemnification or otherwise, to which an officer or director may be entitled under our charter or bylaws, or under resolutions of stockholders or directors, contract or otherwise. We have entered into separate indemnification agreements with each of our directors and officers. The indemnification agreements require, among other things, that we indemnify our directors and officers to the fullest extent permitted by law and our charter, and advance to the directors and officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. We also must indemnify and advance all expenses incurred by directors and officers seeking to enforce their rights under the indemnification agreements and cover directors and officers under our directors’ and officers’ liability insurance. Although the form of indemnification agreement offers substantially the same scope of coverage afforded by provisions in the charter and bylaws, as a contract, it cannot be unilaterally modified by the board of directors or by the stockholders to eliminate the rights it provides. We have purchased and maintain insurance on behalf of all of our directors and executive officers against liability asserted against or incurred by them in their official capacities with us, whether or not we are required or have the power to indemnify them against the same liability. Our charter provides that neither the amendment, nor the repeal, nor the adoption of any other provision of the charter or bylaws will apply to or affect, in any respect, any party’s right to indemnification for actions or failures to act which occurred prior to such amendment, repeal or adoption.

To the extent that the indemnification may apply to liabilities arising under the Securities Act, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is contrary to public policy and, therefore, unenforceable pursuant to Section 14 of the Securities Act.

Item 35. Treatment of Proceeds from Stock Being Registered

Not applicable.

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Item 36. Financial Statements and Exhibits



Hines Global Income Trust, Inc.—Consolidated Financial Statements as of December 31, 2017 and 2016 and for the Years Ended December 31, 2017, 2016 and 2015
Report of Independent Registered Public Accounting Firm	*
Audited Consolidated Financial Statements
Consolidated Balance Sheets	*
Consolidated Statements of Operations and Comprehensive Income (Loss)	*
Consolidated Statements of Equity	*
Consolidated Statements of Cash Flows	*
Notes to the Consolidated Financial Statements	*

Hines Global Income Trust, Inc.—Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2018 and 2017 (Unaudited)
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets	*
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	*
Condensed Consolidated Statements of Equity	*
Condensed Consolidated Statements of Cash Flows	*
Notes to the Condensed Consolidated Financial Statements	*

Rookwood — For the Year Ended December 31, 2016
Report of Independent Auditor	*
Statement of Revenues and Certain Operating Expenses	*
Notes to Statements of Revenues and Certain Operating Expenses	*

Fresh Park Venlo — For the Nine Months Ended September 30, 2018 (Unaudited) and the Year Ended December 31, 2017
Report of Independent Auditor	*
Statement of Revenues and Certain Operating Expenses	*
Notes to Statements of Revenues and Certain Operating Expenses	*

Hines Global Income Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2018 and the Notes thereto	*
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2018 and for the Year Ended December 31, 2017 and the Notes thereto	*
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	*


*	See the “Incorporation by Reference” section of the Prospectus included in this Registration Statement.

(b) Exhibits:

The following documents are filed as part of this registration statement:



Exhibit No.		Description
1.1		Dealer Manager Agreement, dated as of December 6, 2017, by and among Hines Global Income Trust, Inc., Hines Securities, Inc. and Hines Global REIT II Advisors LP (filed as Exhibit 1.1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement of Form S-11, File No. 333-220046 (the “Follow-On Registration Statement”) on December 6, 2017 and incorporated by reference herein)
1.2		Form of Selected Dealer Agreement (filed as Exhibit 1.2 to Pre- Effective Amendment No. 1 to the Follow-On Registration Statement on December 1, 2017 and incorporated by reference herein)

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Exhibit No.		Description
3.1		Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to Pre- Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-11, File No. 333-191106 (the “IPO Registration Statement”) on August 15, 2014 and incorporated by reference herein)
3.2		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to Post-Effective Amendment No. 1 to the IPO Registration Statement on December 12, 2014 and incorporated by reference herein)
3.3		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to Post-Effective Amendment No. 6 to the IPO Registration Statement on August 12, 2015 and incorporated by reference herein)
3.4		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to Post-Effective Amendment No. 12 to the IPO Registration Statement on April 28, 2017 and incorporated by reference herein)
3.5		Articles of Amendment to Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on October 16, 2017 and incorporated by reference herein)
3.6		Articles of Amendment to Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.5 to Pre-Effective Amendment No. 1 to the Follow-On Registration Statement on December 1, 2017 and incorporated by reference herein)
3.7		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.6 to Pre-Effective Amendment No. 1 to the Follow-On Registration Statement on December 1, 2017 and incorporated by reference herein)
3.8		Articles of Amendment to Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (filed as Exhibit 3.7 to Pre-Effective Amendment No. 1 to the Follow-On Registration Statement on December 1, 2017 and incorporated by reference herein)
3.9		Amended and Restated Bylaws of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.2 to Pre-Effective Amendment No. 5 to the IPO Registration Statement on August 15, 2014 and incorporated by reference herein)
3.10		Amendment No. 1 to Amended and Restated Bylaws of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.), dated September 23, 2015 (filed as Exhibit 3.5 to Post-Effective Amendment No. 7 to the IPO Registration Statement on November 17, 2015 and incorporated by reference herein)
3.11		Amendment No. 2 to Amended and Restated Bylaws of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on September 14, 2017 and incorporated by reference herein)
4.1		Forms of Subscription Agreement (included as Appendix A-1 and Appendix A-2 to the Prospectus included in this Registration Statement)
4.2		Sixth Amended and Restated Distribution Reinvestment Plan, effective as of December 4, 2017 (included as Appendix B to the Prospectus included in this Registration Statement)
5.1		Opinion of Venable LLP (filed as Exhibit 5.1 to Pre-Effective Amendment No. 1 to the Follow-On Registration Statement on December 1, 2017 and incorporated by reference herein)
8.1		Opinion of Greenberg Traurig, LLP as to tax matters (filed as Exhibit 8.1 to Pre-Effective Amendment No. 1 to the Follow-on Registration Statement on December 1, 2017 and incorporated by reference herein)
10.1		Form of Indemnification Agreement entered into between Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) and each of the following persons as of August 15, 2014: Jeffrey C. Hines, Charles M. Baughn, Humberto Cabañas, Dougal A. Cameron, John O. Niemann, Jr., Sherri W. Schugart, Ryan T. Sims, David L. Steinbach, Kevin L. McMeans and J. Shea Morgenroth (filed as Exhibit 10.4 to the IPO Registration Statement on September 11, 2013 and incorporated by reference herein)
10.2		Particulars and Conditions of Sale of Bishop’s Square, Bishop’s Street/Kevin Street Lower, Dublin 2, dated as of January 30, 2015, by and between Bishop Ireland GREIT II Limited and Violet Yarrow Real Estate (Dublin) Limited (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on February 5, 2015 and incorporated by reference herein)
10.3		Facility Agreement, dated as of March 3, 2015 by and between Deutsche Girozentrale as Agent, Original Hedge Counterparty, Arranger, Security Trustee and Lender and Hines GREIT II Ireland Fund PLC, acting for and on behalf of its sub-fund Hines GREIT II Bishop Fund, as Borrower (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on March 5, 2015 and incorporated by reference herein)

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Exhibit No.		Description
10.4		Real Estate Purchase Agreement, dated as of July 8, 2015, by and between Hines Global REIT II 891 Coronado LLC and LV Eastern, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on July 14, 2015 and incorporated by reference herein)
10.5		First Amendment to Real Estate Purchase Agreement, dated as of August 7, 2015, by and between Hines Global REIT II 891 Coronado LLC and LV Eastern, LLC (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on December 10, 2015 and incorporated by reference herein)
10.6		Second Amendment to Real Estate Purchase Agreement, dated as of August 21, 2015, by and between Hines Global REIT II 891 Coronado LLC and LV Eastern, LLC (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on December 10, 2015 and incorporated by reference herein)
10.7		Third Amendment to and Reinstatement of Real Estate Purchase Agreement, dated as of December 4, 2015, by and between Hines Global REIT II 891 Coronado LLC and LV Eastern, LLC (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K on December 10, 2015 and incorporated by reference herein)
10.8		Loan Agreement, dated as of January 29, 2016 by and between Wells Fargo Bank, National Association, as Lender and Hines Global REIT II 891 Coronado LLC, as Borrower (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on February 4, 2016 and incorporated by reference herein)
10.9		Promissory Note, dated as of January 29, 2016 by and between Hines Global REIT II 891 Coronado LLC, as borrower, and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on February 4, 2016 and incorporated by reference herein)
10.10		Sale, Purchase and Escrow Agreement, dated as of May 13, 2016, by and between NOP Cottonwood Holdings, LLC, HGREIT II Cottonwood Center LLC, Commonwealth Land Title Insurance Company, Hines Global REIT II Properties LP and National Office Partners LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on May 19, 2016 and incorporated by reference herein)
10.11		Agreement of Purchase and Sale, dated as of June 24, 2016, by and between RT GOODYEAR, LLC and HGREIT II Goodyear Crossing LLC (filed as Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q on August 12, 2016 and incorporated by reference herein)
10.12		Loan Agreement, dated as of July 5, 2016 by and between Principal Life Insurance Company, as Lender and HGREIT II Cottonwood Center LLC, as Borrower (filed as Exhibit 10.26 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
10.13		Term Loan Agreement, dated as of August 18, 2016 by and between SunTrust Bank, as Lender and HGREIT II Goodyear Crossing LLC, as Borrower (filed as Exhibit 10.27 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
10.14		Contract of Sale, dated as of September 16, 2016, by and between CLP-SPF Rookwood Commons, LLC and CLP-SPF Rookwood Pavilion, LLC and HGREIT II Edmonson Road LLC and HGREIT II Madison Road LLC (filed as Exhibit 10.28 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
10.15		Form of Property Management and Leasing Agreement between Subsidiary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) and Hines Interests Limited Partnership (Domestic Office Properties) (filed as Exhibit 10.29 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
10.16		Form of Property Management and Leasing Agreement between Subsidiary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) and Hines Interests Limited Partnership (Domestic Multi-family and Industrial Properties) (filed as Exhibit 10.30 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
10.17		Open End Mortgage and Security Agreement dated as of April 1, 2015 by and between Nationwide Life Insurance Company, as Lender, and CLP-SPF Rookwood Commons, LLC, as Borrower (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on January 9, 2017 and incorporated by reference herein)
10.18		Open End Mortgage and Security Agreement dated as of July 1, 2013 by and between Nationwide Life Insurance Company, as Lender, and CLP-SPF Rookwood Pavilion, LLC, as Borrower (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on January 9, 2017 and incorporated by reference herein)

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Exhibit No.		Description
10.19		Assumption and Modification Agreement dated as of January 6, 2017, by and between Nationwide Life Insurance Company, as Lender, CLP-SPF Rookwood Pavilion LLC, as Original Borrower, and HGREIT II Madison Road LLC, as Borrower (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K on January 9, 2017 and incorporated by reference herein)
10.20		Assumption and Modification Agreement dated as of January 6, 2017, by and between Nationwide Life Insurance Company, as Lender, CLP-SPF Rookwood Commons LLC, as Original Borrower, and HGREIT II Edmondson Road LLC, as Borrower (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K on January 9, 2017 and incorporated by reference herein)
10.21		Uncommitted Loan Agreement, dated as of October 2, 2017, by and between Hines Global REIT II Properties, LP, as borrower, and Hines Interests Limited Partnership, as lender (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 3, 2017 and incorporated by reference herein)
10.22		Form of Restricted Share Award Agreement (filed as Exhibit 99(a)(1)(G) to the Registrant’s tender offer statement on Schedule TO on October 3, 2017 and incorporated by reference herein)
10.23		First Amendment to Uncommitted Loan Agreement, dated as of November 30, 2017, by and between Hines Global REIT II Properties, LP, as borrower, and Hines Interests Limited Partnership, as lender (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on December 6, 2017 and incorporated by reference herein)
10.24		Amended and Restated Advisory Agreement, dated as of December 6, 2017, by and among Hines Global REIT II Advisors LP, Hines Global REIT II Properties LP, and Hines Global Income Trust, Inc. (filed as Exhibit 10.2 to Post-Effective Amendment No. 1 to the Follow-On Registration Statement on December 6, 2017 and incorporated by reference herein)
10.25		Fifth Amended and Restated Agreement of Limited Partnership of Hines Global REIT II Properties LP, dated as of March 6, 2018 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 12, 2018 and incorporated by reference herein)
10.26		Purchase and Sale Agreement, dated as of August 17, 2018, by and between Grayco Lui Museum Investment 2006 LP, Grayco Lui Museum Investment II LP, as sellers and HGIT 5353 Fannin LP and HGIT 5353 Fannin Lot Parcel, Inc. as purchasers (filed as Exhibit 10.26 to the Registrant’s Quarterly Report on Form 10-Q on November 14, 2018 and incorporated by reference herein)
10.27		Agreement regarding the Release of a Perpetual Right of Leasehold, dated as of October 5 2018, by and between Fresh Park Venlo B.V., as seller and HGIT Venrayseweg 100 Venlo Coöperatief U.A., as buyer
10.28		Facility Agreement, dated as of October 3, 2018 by and between Deutsche Pfandbriefbank AG as the Original Lender, Agent and Security Agent and HGIT Venrayseweg 100 Venlo Coöperatief U. A., as Borrower, and HGIT Fresh Park Venlo Holdings LLC and HGIT Fresh Park Partner LLC as Guarantors
10.29		Selected Dealer Agreement, dated as of December 13, 2018, by and among Hines Global Income Trust, Inc., Hines Securities, Inc., Hines Global REIT II Advisors LP and Ameriprise Financial Services, Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on December 19, 2018 and incorporated by reference herein)
10.30		Cost Reimbursement Agreement, dated as of December 13, 2018, by and among Hines Global Income Trust, Inc., Hines Securities, Inc., Hines Global REIT II Advisors LP, and American Enterprise Investment Services Inc. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on December 19, 2018 and incorporated by reference herein)
10.31		Second Amendment to Uncommitted Loan Agreement, dated as of December 13, 2018, by and between Hines Global REIT II Properties, LP, as borrower, and Hines Interests Limited Partnership, as lender (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on December 19, 2018 and incorporated by reference herein)
10.32		Acknowledgment of Renewal and Extension of Advisory Agreement of Hines Global Income Trust, Inc., dated December 6, 2018, by and among Hines Global Income Trust, Inc., Hines Global REIT II Properties, LP and Hines Global REIT II Advisors LP
21.1		List of Subsidiaries of Hines Global Income Trust, Inc.
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Saville Dodgen & Company PLLC
23.3		Consent of Venable LLP (included in Exhibit 5.1)
23.4		Consent of Greenberg Traurig, LLP (included in Exhibit 8.1)
99.1		Consent of Altus Group U.S., Inc.
99.2		Hines Global Income Trust, Inc. Amended and Restated Share Redemption Program, effective as of November 27, 2018 (filed as Exhibit 99.1 to Post-Effective Amendment No. 14 to the Follow-On Registration Statement on November 27 and incorporated by reference herein)

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Item 37. Undertakings

The undersigned registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b)(i) that, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(ii) that all post-effective amendments will comply with the applicable forms, rules and regulations of the Commission in effect at the time such post-effective amendments are filed; and

(iii) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(c) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;

(d) that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser;

(e) to send to each stockholder at least on annual basis a detailed statement of any transactions with the advisor or its affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the advisor or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed;

II-7

(f) to file a sticker supplement pursuant to Rule 424(c) under the Securities Act during the distribution period describing each significant property not identified in the prospectus at such time as there arises a reasonable probability that such property will be acquired and to consolidate all such stickers into a post-effective amendment filed at least once every three months with the information contained in such amendment provided simultaneously to the existing stockholders. Each sticker supplement should disclose all compensation and fees received by our Advisor and its affiliates in connection with any such acquisition. The post-effective amendment shall include or incorporate by reference audited financial statements meeting the requirements of Rule 3-14 of Regulation S-X that have been filed or should have been filed for significant properties acquired during the distribution period;

(g) insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue; and

(h) to file, after the end of the distribution period, a current report on Form 8-K containing the financial statements and any additional information required by Rule 3-14 of Regulation S-X, for each significant property acquired and to provide the information contained in such report to the stockholders at least once each quarter after the distribution period of the offering has ended.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on December 20, 2018.



	HINES GLOBAL INCOME TRUST, INC.
By:	/s/SHERRI W. SCHUGART
	Sherri W. Schugart
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.



Signature	Title	Date
*	Chairman of the Board of Directors	December 20, 2018
Jeffrey C. Hines
/s/ Sherri W. Schugart	President and Chief Executive Officer (Principal Executive Officer)	December 20, 2018
Sherri W. Schugart
*	Chief Financial Officer and Secretary (Principal Financial Officer)	December 20, 2018
Ryan T. Sims
/s/ J. Shea Morgenroth	Chief Accounting Officer and Treasurer (Principal Accounting Officer)	December 20, 2018
J. Shea Morgenroth
*	Director	December 20, 2018
Charles M. Baughn
*	Director	December 20, 2018
Humberto Cabañas
*	Director	December 20, 2018
Dougal A. Cameron
*	Director	December 20, 2018
John O. Niemann, Jr.

*By: /s/ J. Shea Morgenroth
J. Shea Morgenroth as attorney-in-fact

EX-10.27 2 ex1027fpvagreementregardin.htm EXHIBIT 10.27 FPV PURCHASE AGREEMENT Exhibit

Exhibit 10.27

AGREEMENT

REGARDING THE

RELEASE OF A PERPETUAL RIGHT OF LEASEHOLD

Parties:

Fresh Park Venlo B.V.

as the Seller

and

HGIT Venrayseweg 100 Venlo Coöperatief U.A.

as the Buyer

relating to

Fresh Park Venlo

The Netherlands

TABLE OF CONTENTS

1.DEFINITIONS 5

2.AGREEMENT TO RELEASE / APA BUSINESS 14

3.PURCHASE PRICE 15

4.VAT AND TRANSFER TAX 17

5.COMPLETION 18

6.PAYMENT AND COSTS 20

7.SETTLEMENT PROPERTY CHARGES, RENT, BUILDING RELATED SERVICE CHARGES AND PARK MANAGEMENT RELATED SERVICE CHARGES 21

8.GENERAL COSTS 24

9.DESCRIPTION OF THE RELEASE OBLIGATIONS 24

10.WARRANTIES AND REPRESENTATIONS OF THE SELLER 25

11.INDEMNITIES BY THE SELLER 32

12.LEASES 32

13.ENVIRONMENT 34

14.WARRANTIES AND REPRESENTATIONS OF THE BUYER 34

15.DISCREPANCIES IN DIMENSIONS/DESCRIPTION 35

16.DUE DILIGENCE 35

17.SECURITY – ASSIGNMENT AND SET-OFF 36

18.NON-COMPETE 36

19.RISK AND INSURANCE 37

20.BREACH 37

21.LIMITATION OF LIABILITY 38

22.TRANSFERABILITY OF RIGHTS 40

23.TRANSFER OF RIGHTS AND CLAIMS 40

24.ADDITIONAL OBLIGATIONS SELLER 42

25.RIGHT OF FIRST OFFER/APPROVAL RIGHT SELLER 46

26.ANTI-SPECULATION DETAILS 48

27.CONFIDENTIALITY AND ANNOUNCEMENTS 49

28.STANDARD HINES GLOBAL INCOME TRUST CONFIDENTIALITY CARVE-OUT 50

29.CONDITION SUBSEQUENT 51

30.COOPERATION WITH BUYER'S AUDITORS AND SEC FILING REQUIREMENT'S 51

31.GENERAL TERMS AND CONDITIONS OF TAYLOR WESSING N.V. 52

32.CHOICE OF FORUM AND LAW 52

33.NOTARY 53

34.FINAL CLAUSES 53

ANNEXES


1.	DRAFT DEED OF LEASEHOLD


2.	DATA ROOM INDEX AND DATA ROOM MEMORY STICK


3.	Q&A


4.	INVESTMENT MEMORANDUM


5.	LEASE OVERVIEW


6.	LEASEHOLD CONDITIONS


7.	PROPERTY OVERVIEW


8.	[intentionally left blank]


9.	SOIL SURVEY REPORT ADVIESBUREAU TAUW


10.	ASBESTOS SURVEY REPORT ADVIESBUREAU TAUW


11.	[intentionally left blank]


12.	GENERAL CONDITIONS TAYLOR WESSING


13.	OVERVIEW DEEDS OF DELIVERY


14.	OVERVIEW DEPOSITS PAID BY LESSEES


15.	APA BUSINESS


16.	ENTITLEMENT TO LPV PLOTS


17.	SERVICE CHARGES OPERATIONS


18.	REMAINING FPV OWNERSHIP


19.	OVERVIEW MISSING LEASE SECURITIES


20.	NOTARY LETTER


21.	FRESH PARK VENLO AREA


22.	FPV-ROFR PROVISIONS


23.	OVERVIEW PROPERTY CHARGES

THIS AGREEMENT, is made on 5 October 2018,

by and between


1.	FRESH PARK VENLO B.V., a private company with limited liability (“besloten vennootschap met beperkte aansprakelijkheid”), incorporated under the laws of the Netherlands with its corporate seat in Venlo and its place of business at (5928 RH) Venlo, Venrayseweg 102, registered with the trade register of the Chamber of Commerce under number 12043597 (the “Seller”); and


2.	HGIT Venrayseweg 100 Venlo Coöperatief U.A., a cooperative with exclusion of liability ("coöperatie met uitgesloten aansprakelijkheid"), incorporated under the laws of the Netherlands, with its registered office in Amsterdam, with its business address at Naritaweg 165, 1043BW Amsterdam, the Netherlands and registered with the Dutch trade register under number 72645113 (the “Buyer”).

WHEREAS:


(A)	the Seller is the owner of the Property and wishes to release a perpetual right of leasehold with respect to the Property to the Buyer;


(B)	the Buyer wishes to obtain a perpetual right of leasehold with respect to the Property from the Seller;


(C)	the Buyer and its advisors conducted the Due Diligence;


(D)	the Seller and the Buyer wish to conclude the release of a perpetual right of leasehold on the basis of the terms and conditions laid down in this agreement (the "Agreement" as further defined hereafter);


(E)	the Seller has acquired full and unencumbered title to the LPV Plots as evidenced by the deed of transfer, of which a certified copy is attached hereto as Annex 16;

(F)

the Seller has obtained all consents, approvals and permits whether governmental, regulatory, corporate or otherwise relating to the transactions contemplated by this Agreement (the "Transaction"), and has timely (i) informed N.V. Waterleiding Maatschappij Limburg ("WML") of the intended release of a perpetual right of leasehold to the Buyer and (ii) submitted the Deed of Leasehold (as defined hereafter) to WML to enable it to assess that the Deed of Leasehold contains the obligations as required pursuant to the notarial deed creating a right of superficies (HYP4 59692/140) executed on 15 March 2011;


(G)	the Buyer has obtained sufficient financing of the Purchase Price from the Financing Bank on terms and conditions to Buyer’s satisfaction, on the basis of the fully executed facility agreement; and

(H)

the Seller provides certain management services, such as property development, property management and park management, in relation to the Property and for which it holds certain assets and has nine employees under contract (the “Management Organization”), which Management Organization the Seller wishes to sell and transfer and Hines Fresh Park Venlo B.V. wishes to purchase and acquire on the basis of terms and conditions laid down in the asset sale and purchase agreement (the “APA Business”) of which the agreed form is attached hereto as Annex 15.

IT IS HEREBY AGREED AS FOLLOWS:


1.	DEFINITIONS


1.1.	In this Agreement, the following words shall have the following meaning, unless specifically stated otherwise hereinafter:



Agreement	this agreement for the release of the perpetual right of leasehold with respect to the Property, including the recitals and the schedules thereto;
APA Business	has the meaning ascribed thereto in recital (H);
Blocked Person	has the meaning ascribed thereto in Clause 10.32.c;
Building Related Service Charges	any service charges under the Leases other than the Park Management Related Service Charges;
Business Day	any day (other than a Saturday, Sunday or official public holiday) on which banks are open for normal banking business in the Netherlands and Houston, Texas, the United States;
Buyer	has the meaning as described thereto in the heading of this Agreement;
Clause	means a clause of this Agreement;
Clients' Account	the clients' account referred to in clause 25 of the Dutch Notaries Act (“Wet op het Notarisambt”) in the name of the Notary (“Kwaliteitsrekening Taylor Wessing Notariaat”), with Rabobank, The Netherlands, under IBAN number NL19 RABO 0113702337 and SWIFT/BIC RABO NL 2U;
Damage	means all damage, losses, costs (including reasonable legal fees and expenses and reasonable experts' and consultants' fees), charges and expenses assessed in accordance with section 6:95 et. seq. of the DCC;
Data Room	the digital data room containing the documents as (i) listed on the index attached as Annex 2 and (ii) electronically stored on the memory stick attached thereto;



DCC	Dutch Civil Code (“Burgerlijk Wetboek”);
Deductible	means an amount of EUR 1 (in words: one euro);
Deed of Delivery	the notarial deeds by virtue of which the legal and beneficiary title to the Property have been transferred to the Seller, as included in the Data Room and as registered in the Land Registry, as listed in the overview attached Annex 13;
Deed of Leasehold	the notarial deed by virtue of which the perpetual right of leasehold (“eeuwigdurend recht van erfpacht”) with respect to the Property will be released to the Buyer, of which document an agreed form is attached as Annex 1;
Disclosed Information	the entirety of information relating to the Property contained in: (a) the Data Room (Annex 2) to the extent such information was available in the Data room prior to 5 September 2018; (b) the Q&A (Annex 3) to the extent such information was available in the Data room prior to 5 September 2018; (c) the Investment Memorandum (Annex 4) (d) this Agreement; and (e) (i) the Land Registry, (ii) the trade register of the Chamber of Commerce (“handelsregister”) and (ii) the information publicly available on www.ruimtelijkeplannen.nl, available prior to 5 September 2018;
Due Diligence	the investigation of the Buyer and its advisors prior to 5 September 2018 in respect of the financial, commercial, technical, environmental, legal, fiscal aspects of the Property, on the basis of the Disclosed Information and other investigation performed by the Buyer with respect to the Property to the extent findings have been provided to the Buyer prior to 5 September 2018 in writing;



Encumbrance	means a pledge, mortgage, attachment, right of retention, or other security interest (zakelijk zekerheidsrecht) of any kind, or the commitment to create any of the foregoing, and to “Encumber” shall be construed accordingly;
Environmental Laws	means all laws and regulations concerning the protection of the environment or the generation, transportation, storage, treatment, emission or disposal of a dangerous substance and capable of enforcement by legal process in the Netherlands (including but not limited to the Environmental Management Act (Wet Milieubeheer));
Fairly Disclosed	means a fact or matter, which has been disclosed in sufficient detail prior to the date of this Agreement, in writing by or on behalf of the Seller in the Disclosed Information to enable a buyer of the Property, to make a reasonably detailed assessment of the facts or matters concerned, it being understood that where only reference is made to other documents and/or information and such other documents and/or information have not been made explicitly referred to and made available in the Disclosed Information but are required to make a reasonably detailed assessment of the relevant matter, the facts and matters in such other documents and/or information shall not have been disclosed to the Buyer;
Financing Bank	means any external financier (or any of their successors) responsible for (part of) the financing of the transaction envisaged by this Agreement, being, as at the date of this Agreement Deutsche Pfandbriefbank AG;
FPV-ROFR	means any right of first refusal or other rights pursuant to which the Seller, ZON Holding B.V. or any of their group companies has the right to offer or otherwise acquire any part of land in the Fresh Park Venlo Area, including the right to acquire a right of leasehold (erfpachtrecht) or similar right;
Fresh Park Venlo Area	means the land in the area of the Property as indicated in Annex 21 (Fresh Park Venlo Area) and each adjoining land plot;
Fundamental Warranties	has the meaning ascribed thereto in Clause 21.2;
Ground Rent	the amount that is due by the Buyer to the Seller periodically after the Transfer Date as compensation for the Right of Leasehold, as described in the Deed of Leasehold;
Hazardous Substances	means any wastes, pollutants, contaminants and any other natural or artificial substance (whether in the form of a solid, liquid, gas or vapour and in any case including asbestos) which is capable of causing harm or damage to the environment or the health of any person;
Indemnities	means the indemnities as set forth in Clause 11;



Land Registry	the public registers held by the Dutch Land Registry Office (“de Dienst voor het Kadaster en de Openbare Registers”);
Lease Overview	the lease overview with respect to the Property as set out in Annex 5;
Leasehold Conditions	the draft leasehold conditions (Annex 6);
Leases	the leases with the Lessees as listed in the Lease Overview;
Lessees	the lessees of the Property as appear from the Leases and the Lease Overview;
LPV Plots	the plots of land including all the buildings and further appurtenances erected thereon as set out in Annex 16 and as previous held by Logistic Park Venlo B.V., Logistic Park Venlo II B.V. and Logistic Park Venlo III B.V. and now owned by the Seller;
Notary	H.F.G. Stroom, civil law notary (“notaris”) officiating in Eindhoven, The Netherlands, or his deputy or successor, employed with the firm Taylor Wessing N.V.;
Notary Letter	means the letter from the Notary S&S to the Notary, the Parties, Hines Fresh Park Venlo B.V., and the Financing Bank describing inter alia the fund flows at the Transfer Date with regard to this Agreement and the APA Business, which letter shall be on customary terms (including insolvency checks) as attached hereto as Annex 20;
Notary S&S	O.W.J. Hoefnagels, civil law notary (“notaris”) officiating in Amsterdam, The Netherlands, or his deputy or successor, employed with the law firm Simmons & Simmons LLP;
OFAC List	has the meaning ascribed thereto in Clause 10.32.a;
Park Management Related Service Charges	Third-Party Management Contributions and any service charges/contributions related to the management of the park under the Leases;
Parties	Seller and Buyer;
Party	Seller or Buyer;



Property	the plots of land, located at Venrayseweg, Venlo, with a total size of approximately 1,095,968 square meters, including in total approximately 266,040 square meters lettable floor area of warehouses, mezzanines and offices and approximately 55,751 square meters of parking facilities, locally known as Fresh Park Venlo, including the LPV Plots, and including all the buildings and further appurtenances erected on the Property (and the LPV Plots). The Property is described in detail in the Property Overview;
Property Charges	the municipal property tax (“onroerende zaakbelasting”) insofar levied in respect of use pursuant to a right in rem (“the owners' part (“eigenaarsgedeelte”)), the water board charges, the sewerage charges and all other property charges, duties (rechten), taxes (belastingen) and charges (retributies en overige lasten) insofar as applicable to the Property;
Property Overview	the overview of the cadastral parcels which together form the Property as listed in Annex 7;
Purchase Price	the purchase price for the Right of Leasehold as specified in Clause 3;
Q&A	the list of Seller's answers provided to the Buyer's questions during the Due Diligence as listed in Annex 3;
Remaining FPV Ownership	has the meaning ascribed thereto in Clause 24.5;
Rent	all rents under the Leases;
Right of Leasehold	the perpetual right of leasehold (“eeuwigdurend recht van erfpacht”) with respect to the Property that will be released to the Buyer;
SEC	has the meaning ascribed thereto in Clause 28.1;
Seller	has the meaning as described thereto in the heading of this Agreement;
Seller’s Best Knowledge	means the knowledge of the Seller, ZON Holding B.V., the managing directors of the Seller and ZON Holding B.V., the Seller's advisers and each of the Seller's group companies and the Employees (as defined in the APA business) and deemed to include the knowledge which the Seller would have obtained after due and careful consideration and after having made full and diligent enquiry of all persons having knowledge of the relevant matters, including, where appropriate, professional advisers and experts. Any other similar statement or expression that refers to the knowledge, information, belief or awareness of the Seller, refers to the same definition;
Signing Date	the date of this Agreement;
Soil	means the soil and groundwater belonging to the Property;



Third-Party Management Contributions	all park management or other contributions from (current and new) third-parties within the Fresh Park Venlo Area, including any rights that the Seller or any of its group companies has to receive (park management or other) contributions from third parties within the Fresh Park Venlo Area (with the exception of possible ground rent due by a third-party for the use of plots of land in the Fresh Park Venlo Area that are not part of the Property);
Transaction	has the meaning ascribed thereto in recital (F);
Transfer	means execution of the Deed of Leasehold and other steps to be taken at the Transfer Date as agreed in this Agreement;
Transfer Date	the date on which the Deed of Leasehold will be executed, being the date of this Agreement, or so much earlier or later as the Parties agree in writing;
Transfer Tax	real estate transfer tax (“overdrachtsbelasting”);
TTA	Turnover Tax Act 1968 (“Wet op de omzetbelasting 1968”);
Ultimate Repair Date	has the meaning ascribed thereto in Clause 23.3;
U.S. Executive Orders	has the meaning ascribed thereto in Clause 10.32.b;
VAT	the turnover tax (“omzetbelasting”) as defined in the TTA due, in so far as due by law, at the statutory rate in force from time to time;
W&I Insurance Policy	means the insurance policy issued by the W&I Insurance Provider, with Buyer as policyholder and beneficiary to provide coverage to Buyer in relation to certain representations, warranties and indemnities made and given by Seller in the Warranties and in the Indemnities;
W&I Insurance Provider	means the insurance policy issued by the W&I Insurance Provider, with Buyer as policyholder and beneficiary to provide coverage to Buyer in relation to certain representations, warranties and indemnities made and given by Seller in the Warranties and in the Indemnities;
Warranties	means the warranties of the Seller included in Clauses 10.4 (Information) up to and including 10.32 (OFAC/Patriot Act AML and FCPA); and
Warranty Claim	means a claim by the Buyer for any breach or alleged breach of any of the Warranties.


1.2.	The definitions listed in Clause 1.1 can be used both singular and plural, without losing their meaning.


1.3.	Headings, numbering of Clauses, as well as the table of contents are solely meant to make reference easier and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof. No rights can be derived from the headings, numbering of Clauses and/or table of contents.


1.4.	In this Agreement, a reference to:


a.	a “subsidiary” or “holding company” is to be construed in accordance with Section 2:24a DCC;


b.	a "group company" is to be construed in accordance with Section 2:24a DCC.


2.	AGREEMENT TO RELEASE / APA BUSINESS


2.1.	On the terms and conditions set forth in this Agreement and in the Deed of Leasehold, the Seller hereby agrees to release the Right of Leasehold with respect to the Property to the Buyer on the Transfer Date and the Buyer hereby agrees to obtain the Right of Leasehold on the Transfer Date from the Seller.

2.2.

The (release of the) Right of Leasehold includes all the buildings and further appurtenances erected thereon as well as the movable property which, according to generally accepted views, is intended to sustainably serve the Property within the meaning of Section 3:254 DCC, in so far as such movable property does not belong to any third party or parties, with the exception of the movable property that is (to be) sold and transferred pursuant to the APA Business.

2.3.

The (release of the) Right of Leasehold does not include (i) the transitional services which will be arranged in a separate transitional services agreement between the relevant parties thereto and shall be a schedule to the APA Business and (ii) the Management Organization, which will be directly sold and transferred by the Seller to Hines Fresh Park Venlo B.V. on the basis of the APA Business. However, the APA Business is of great importance for the Buyer and is therefore inextricably linked with the investment of the Buyer in the Property (by means of obtaining the Right of Leasehold) pursuant to this Agreement.

2.4.

If, prior to Transfer, the Buyer learns that the Seller is, becomes, or appears to be a Blocked Person, the Buyer may delay the sale and Transfer contemplated by this Agreement pending its conclusion of its investigation into the matter of the Seller’s status as a Blocked Person. If through this investigation or otherwise, it is determined that the Seller is not a Blocked Person, the Buyer is liable for the damages sustained as a result thereof by the Seller. If the Buyer determines that the Seller is or becomes a Blocked Person, the Buyer shall have the absolute right to immediately terminate this Agreement without any liability for the Buyer and take all other actions necessary, or in the opinion of the Buyer, appropriate to comply with applicable laws regarding such Blocked Person, in which event the Buyer shall receive a return of any deposit paid if such return is acceptable under applicable U.S. law. The provisions of this Clause will survive termination of this Agreement.


3.	PURCHASE PRICE


3.1.	The Purchase Price of the Right of Leasehold is EUR 117,500,000 (in words: one hundred and seventeen million five-hundred thousand euro).


3.2.	The Purchase Price shall be paid by the Buyer to the Seller in accordance with Clause 6. All payments to be made pursuant to this Agreement are to be made in euro's.


3.3.	The Seller and the Buyer take into consideration that:

- One of the buildings listed on the Annex to the Leasehold Conditions is building 3880 (cadastrally known as Municipality of Venlo, Section X, Number 1454 partially);

- The arrangement as meant in Article 8.3.c. of the Leasehold Conditions, regarding a possible new discount if the leaseholder solely decides to rebuild or redevelop, therefore applies to building 3880;

- Given the state of building 3880, that is accepted by the Buyer, the size of the plot, the expected pace of development of development land in the park, and the remaining period of the relevant lease of the building, the Buyer anticipates that the possible new discount as meant in Article 8.3.c. of the Leasehold Conditions will actually never (fully) apply to building 3880 due to the further conditions as arranged in the Leasehold Conditions, especially the maximization of total discount laid down in the final paragraph of Article 8.3 of the Leasehold Conditions.

Without prejudice, but in addition to the Leasehold Conditions the Seller and the Buyer agree that, exclusively regarding building 3880, and only during a period starting on January 1^st 2021 up to and including December 31^st 2023, the Seller will compensate the Buyer through payment of an amount, calculated on a yearly basis, equal to the difference between the amount of ground rent due, and the amount of ground rent that would have been due if the Leasehold Conditions would have contained that:

- The arrangement as meant in Article 8.3.c. of the Leasehold Conditions, would also apply to building 3880 in case of vacancy;

- The discount as meant in Article 8.3.c. of the Leasehold Conditions, would regarding building 3880 be calculated against a land value of one hundred and twenty euros per square meter (€ 120 / m2) instead of the average determined according to Article 7.2 of the Leasehold Conditions; and

- As far as the discount as meant in Article 8.3.c. of the Leasehold Conditions, would not apply following the maximization of total discount laid down in the final paragraph of Article 8.3 of the Leasehold Conditions, the Seller will compensate the Buyer for the amount that would have been discounted extra if no maximization would have been applicable.

Any compensation due by the Seller to the Buyer shall be paid on the basis of this Agreement, but through settlement with the ground rent due by the Buyer to the Seller.


3.4.	The cost and premium for the W&I Insurance are for the account of the Buyer. However, the Seller and the Buyer declare that the aforementioned Purchase Price was established with

consideration of the cost and premium for the W&I Insurance, and includes a settlement (to be regarded as a compensation by the Seller towards the Buyer) regarding these costs and premium, equal to an amount of EUR 200,000 (in words: two-hundred thousand euros).


4.	VAT AND TRANSFER TAX


4.1.	VAT

4.1.1.

The Parties acknowledge and agree that that it is considered that Article 19 and Article 29 of the COUNCIL DIRECTIVE 2006/112/EC of 28 November 2006 on the common system of Value Added Taxes and the relevant sections of national legislation implementing that the Directive on Value Added Taxes (such as section 37d of the Dutch VAT Act 1968 (Wet op de omzetbelasting 1968)) will apply to the Transaction, such that the Transaction is neither a supply of goods nor a supply of services but is treated as a transfer of a going concern for VAT purposes. The foregoing was confirmed by the Dutch tax authorities in the ruling received on 27 September 2018 by e-mail on request thereto by the Seller.

Transfer Tax


4.2.	Any and all Transfer Tax due for the transactions contemplated by this Agreement will be for the account of the Seller (‘verkoop vrij op naam’). Where any Transfer Tax is levied from the Buyer, Seller will fully reimburse and indemnify the Buyer for Transfer Tax, including interest and penalties.

4.3.

Considering that any and all Transfer Tax due for the transactions contemplated by this Agreement will be for the account of the Seller (‘verkoop vrij op naam’), the Buyer hereby allows the Seller to discuss the Transfer Tax position and affairs with the Dutch tax authorities and grants an irrevocable power of attorney to the Seller, with the right of substitution, provided that the Seller shall keep the Buyer fully informed and the Seller must take all the Buyer’s reasonable interests into account, and – to the extent such an objection, appeal, settlement or compromise could lead to imposing a fine and/or additional tax claim - shall not file any such objection or appeal and will not enter into any such settlement or compromise with respect to the aforementioned without the prior written consent of the Buyer (such consent not to be unreasonably withheld, delayed or made conditional). This includes all that the Seller (and its tax advisor) deems necessary to, but is not limited to:

(i) object with the Dutch tax authorities against the Transfer Tax return;

(ii) object to the Transfer Tax assessment;

(iii) appeal to the Court of Law (‘Rechtbank’);

(iv) appeal to the Court of Appeal (‘Gerechtshof’);

(v) appeal in cassation with the Supreme Court (‘Hoge Raad der Nederlanden’); and

(vi) furthermore, to do all that that the Seller (and its tax advisor) deems necessary in connection with the objection and appeals, including the conclusion of compromises.

Every right to restitution of Transfer Tax in relation to the Transaction, including interest, is for the Seller.


5.	COMPLETION

5.1.

Prior to the Transfer Date, the Parties, Hines Fresh Park Venlo B.V., the Notary S&S and the Notary shall sign the Notary Letter, the Buyer shall procure that the Financing Bank signs the Notary Letter, and the Seller shall procure that ING Bank N.V. that currently has a right of mortgage on (part of) the Property has signed (an) irrevocable cancellation statement(s) as meant in the Notary Letter.


5.2.	On the Transfer Date, the Parties shall take each of the following steps in the following order:


a.	procure that the Seller and Hines Fresh Park Venlo B.V. shall execute the APA Business;

execute the Deed of Leasehold before the Notary (in accordance with the Notary Letter, including that the execution will not take place until after the Notary has confirmed that ING Bank N.V. that currently has a right of mortgage on (part of) the Property has signed (an) irrevocable cancellation statement(s) and has provided (an) irrevocable redemption statement(s) as meant in the Notary Letter, and the funds necessary to fulfil the payment obligations described in this(these) cancellation statement(s) are transferred into the Clients’ Account).


5.3.	The Buyer shall not be obliged to obtain the Right of Leasehold – pursuant to the Deed of Leasehold – unless the Seller, prior to the execution of the Deed of Leasehold, complies with all its obligations under this Agreement and the APA Business.


5.4.	The Notary undertakes vis-à-vis the Parties to arrange for registration of the Deed of Leasehold in the Land Registry.

5.5.

If the Seller and/or the Buyer fails to perform any action which it is obliged to perform to effectuate Transfer and completion within the agreed time frame or, if no specific time frame was agreed, as soon as reasonably possible, the Buyer (in case of failure on the part of the Seller) respectively the Seller (in case of failure on the part of the Buyer) shall be entitled to, at its sole discretion and in addition to, and without prejudice to, any other rights, claims or remedies available under this Agreement or by applicable Law (including its right to claim Damage, irrespective whether this Agreement is terminated):


a.	demand from the non-performing Party to perform the relevant action or actions on a day and time to be determined by the other Party;


b.	determine a new date for Transfer, which date shall be within fifteen (15) Business Days following the date of Transfer scheduled before, if any;


c.	demand from the non-performing Party to fully cooperate to effectuate Transfer so far as practicable taking into account the defaults which have occurred; or


d.	after a new date for Transfer has been set and Transfer did not take place on such new date, terminate this Agreement without any liability on its part, by giving written notice thereof to the non-performing Party.

Parties agree that in case of conflict between his Clause 5.5 and Clause 20 (Breach), the terms and conditions of Clause 20 (Breach) shall prevail and the Party that is not in default may have the choice to choose which Clause its invokes.


6.	PAYMENT AND COSTS


6.1.	The Parties shall procure that the payment of:


a.	the Purchase Price;


b.	taxes and other charges; and


c.	the settlement of the Property Charges, Rent, and any deposits paid by the Lessees or invoiced by the Seller,

shall at Transfer (and without prejudice to any right to claim by the Buyer) be made via the Clients' Account, in accordance with the terms of this Agreement and the Notary Letter.


6.2.	The Buyer shall pay or procure the payment of an amount equal to the Purchase Price (the "Transfer Date Buyer Payments") into the Clients' Account in such a way that the Clients’ Account has been credited by no later than 12:00 a.m. on the Transfer Date.


6.3.	The Seller shall procure the payment of an amount equal to the:


a.	EUR 2.726.462,24 (in words: two million seven hundred twenty-six thousand and four hundred and sixty-two euro and twenty-four eurocent]) in relation to the settlement of the Rent to the extent (i) received or invoiced by the Seller and (ii) relating to the Transfer Date or the period thereafter; plus


b.	EUR 463,017.88 (in words: four hundred sixty-three thousand seventeen euro and eighty-eight eurocent) in relation to the deposits paid by the Lessees as follows from Annex 14,

minus


c.	EUR 71,873.65 (in words: seventy-one thousand eight hundred and seventy-three euro and sixty-five eurocent) in relation to the settlement of the Property Charges;

(the balance of these being the "Transfer Date Seller Payments") by instructing the Notary to pay/settle this balance with the amount the Seller is entitled to after the Transfer, in accordance with Clause 6.7.

6.4.

Until registration in the Land Registry of a certified copy of the Deed of Leasehold as set out in Clause 5.3, the Notary shall hold the amount of the Transfer Date Buyer Payments for and on behalf of the Buyer. After the registration in the Land Registry of a certified copy of the Deed of Leasehold as set out in Clause 5.3 and the registration of the release of all Encumbrances as set out in Clause 5.2.b, the Notary shall hold the amount of the Transfer Date Buyer Payments for and on behalf of the Seller in accordance with the Notary Letter.


6.5.	Until execution of the Deed of Leasehold as set out in Clause 5.3, the Notary shall hold the amount of the Transfer Date Seller Payments for and on behalf of the Seller. After the execution of the Deed of Leasehold as set out in Clause 5.3, the Notary shall hold the amount of the Transfer Date Seller Payments for and on behalf of the Buyer in accordance with the Notary Letter.


6.6.	The Seller shall procure that all those creditors who at the time of registration of the Deed of Leasehold hold a mortgage over the Property or who have imposed any charge in execution against the Right of Leasehold and/or the Property, will be paid by the Notary via the Clients' Account, whatever sums are required in relation to the cancellation of their rights of mortgage or charge.

6.7.

The Seller, for the amount accruing to it, and the creditors mentioned in Clause 6.6, each for the amounts accruing to them, will not be entitled to payment of any amount of the Client's Account until the Notary has established, by means of an investigation of the public registers that the release has been effected in accordance with Clause 9.1. The Seller is aware and accepts that – in connection with this investigation – one or more Business Days may pass between the Transfer Date and the transfer of those payments due to the investigation to be performed by the Notary.


7.	SETTLEMENT PROPERTY CHARGES, RENT, BUILDING RELATED SERVICE CHARGES AND PARK MANAGEMENT RELATED SERVICE CHARGES

Property Charges

7.1.

All Property Charges due in connection with the Property shall be for the risk and account of the Seller, to the extent that these relate to the period up to and excluding the Transfer Date. The Seller shall timely pay any such Property Charges, whether due before, on or after the Transfer Date (provided these relate to the period up to and excluding the Transfer Date) and shall indemnify the Buyer in this respect.


7.2.	Other than Clause 12.1, all Property Charges due in connection with the Property as from and including the Transfer Date will be for the Buyer’s account.


7.3.	Attached hereto as Annex 23 is an overview from the Seller containing the Property Charges paid by the Seller but relating to the Transfer Date or the period thereafter and to be paid by the Seller to the Buyer at the Transfer Date as per Clause 6.3.c.

Rent, Building Related Service Charges and Park Management Related Service Charges

7.4.

Rents, Building Related Service Charges and Park Management Related Service Charges due pertaining to the period up to and excluding the Transfer Date shall be for the risk and the account of the Seller. If such Rents, Building Related Service Charges and Park Management Related Service Charges have not been received or invoiced by the Seller at the Transfer Date, the amounts due will be collected by the Buyer.


7.5.	Rents, Building Related Service Charges and Park Management Related Service Charges due pertaining to the period after and including the Transfer Date shall be for the risk and the account of the Buyer.

7.6.

Any Rents paid to the Seller or invoiced by the Seller in respect of the period after the Transfer Date will be settled between the Parties on the Transfer Date by payment by the Seller to the Buyer. Any Rents paid to the Seller after the Transfer Date in respect of the period after the Transfer Date shall be paid by the Seller to the Buyer within five (5) Business Days after the first Business Day the Seller has received the Rents, insofar these have not been settled between Parties on the Transfer Date.

7.7.

The balance of any Building Related Service Charges and Park Management Related Service Charges paid to the Seller or invoiced by the Seller, and the actual expenses in this regard incurred by the Seller will be settled with the Buyer as soon as practically possible after the Transfer Date on the basis of a calculation to be ascertained by the Parties in good faith, which with respect to the settlement of (i) the Building Related Service Charges shall mean shortly after 31 December 2018, and (ii) the Park Management Related Service Charges shall mean on or prior to 31 December 2018. Until the balance is ascertained and settled, costs in this regard charged to the Seller will be paid by the Seller (at the expense of the balance to be settled), and costs in this regard charged to the Buyer will be advanced by the Seller (at the expense of the balance to be settled). Any Building Related Service Charges and Park Management Related Service Charges paid to the Seller after the settlement as referred to in the preceding sentence in respect of the period after the Transfer Date shall be paid by the Seller to the Buyer within five (5) Business Days after the first Business Day the Seller has received the relevant Building Related Service Charges and/or Park Management Related Service Charges (insofar these have not been settled between Parties in accordance with this Clause 7.7).


7.8.	The Seller shall inform the Lessees about the envisaged transfer of the Property and shall assist the Buyer by informing the Lessees on the new bank account used for the collecting Rents within five (5) Business Days after the Transfer Date.


7.9.	Attached hereto as Annex 17 is an overview of all activities and operations carried out by the Seller between 1 January 2018 until the Transfer Date (the "Service Charges Operations").


7.10.	Each of the Seller and the Buyer shall procure that at the Transfer Date their respective representatives shall together review the gas, water and electricity meters of the various properties part of the Property and record such data in an overview to be signed by both representatives.

Third-Party Management Contributions


7.11.	The Parties hereby agree that as from the Transfer Date all Third-Party Management Contributions shall be for the benefit of the Buyer. As far as these rights are not transferred to the Buyer by operation of law through the establishment of the Right of Leasehold, these rights are separately transferred/assigned by the Seller to the Buyer pursuant to the Deed of Leasehold.


7.12.	The Parties hereby agree with respect to (the Third-Party Management Contributions from) (current and new) third parties within the park located on the Property, that as from the Transfer Date:


a.	the Buyer is authorized by the Seller to inform the relevant third parties within the park of the transfer of the rights as mentioned in Clause 7.11;

the Seller shall provide the Buyer with full control over the arrangements with these third parties on (park management, or possible other) contributions inter alia by (i) keeping the Buyer fully up-to-date and providing the Buyer with all relevant information with respect to (any opportunity to commence negotiations about) the arrangements with these third parties, (ii) fully cooperating with the Buyer, and not doing or omitting to do anything without the approval of the Buyer, and (iii) granting an unconditional, irrevocable power of attorney in the Deed of Leasehold to the Buyer to act on behalf of the Seller in relation to (any negotiations and/or amendments concerning) the arrangements with these third parties about (park management, or possible other) contributions; and


c.	the Seller shall by way of a perpetual clause (kettingbeding) impose these rights and obligations to each of its successors in the title to the Property, failure of which leads to the forfeiture of an immediately payable penalty in the amount of EUR 1,000,000 (one million euro’s), without limiting or precluding the right of Buyer to claim specific performance and/or actual damage,

and that all these provisions will be included in the Deed of Leasehold.

Miscellaneous


7.13.	Subject to the other provisions of this Clause 7, the Buyer will take care of settlement with the Lessees of the Building Related Service Charges and Park Management Related Service Charges for the year 2018. The Seller will take care of and is fully responsible for settlement

with the Lessees of the Building Related Service Charges and Park Management Related Service Charges for all preceding years.


7.14.	No settlement will be made in respect of any Rents, costs or charges, other than those referred to in this Clause 7.


8.	GENERAL COSTS


8.1.	The Parties shall each be responsible for all the costs of their own advisors in relation to the preparation and implementation of this Agreement and the transfer of the Property to the extent that no other explicit agreements have been made in this respect in this Agreement.


8.2.	The notarial costs (including taxes where applicable) in relation to the preparation and execution of the Deed of Leasehold and costs in relation to the transfer of the Property on the Transfer Date are for the account of and will be paid by the Seller.


9.	DESCRIPTION OF THE RELEASE OBLIGATIONS


9.1.	On the Transfer Date, the Seller shall release the Right of Leasehold to the Buyer on the Property, which:


a.	is unconditional and not subject to any curtailment, cancellation or annulment whatsoever, with the exception of what is mentioned in the Deed of Leasehold;


b.	is not subject to attachments, seizures or mortgages or registrations thereof, and is not subject to any other Encumbrances, with the exception of what is mentioned in the Deed of Leasehold;


c.	is not Encumbered by easements (“erfdienstbaarheden”), with the exception of easements mentioned in the Deed of Leasehold or appearing from the Land Registry or created by prescription ("verjaring");


d.	is not Encumbered by obligations attached to a certain capacity (“kwalitatieve verplichtingen”) in the meaning of article 6:252 DCC, with the exception of those mentioned in the Deed of Leasehold or appearing from the Land Registry;


e.	is not Encumbered with other special burdens and restrictions, with the exception of those mentioned in the Deed of Leasehold or appearing from the Land Registry;


f.	no qualified rights (tolerance obligations) are registered on as defined in the Public Works (Removal of the Impediments in Private Law) Act (Belemmeringenwet Privaatrecht), with the exception of those mentioned in the Deed of Leasehold or appearing from the Land Registry;


g.	no restrictions under public law (entered in the municipal register of restrictions) are registered on with the exception of those mentioned in the Deed of Leasehold or appearing from the Land Registry.


9.2.	The Property will be actually transferred from the Seller to the Buyer on the Transfer Date after the execution of the Deed of Leasehold in the condition the Property is in at that moment, such in accordance with the provisions as set out in this Agreement and subject to the Warranties, Indemnities and other terms and conditions of this Agreement.


10.	WARRANTIES AND REPRESENTATIONS OF THE SELLER

General


10.1.	The Seller hereby represents and warrants to the Buyer that each of the statements included in the Clauses 10.4 (Information) up to and including 10.32 (OFAC/Patriot Act AML and FCPA) is accurate, true and not misleading.


10.2.	The Seller acknowledges that the Buyer has entered into this Agreement in full reliance on the Warranties and other covenants contained herein.


10.3.	Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other of the Warranties or any other terms of this Agreement.

Information

10.4.

The Disclosed Information (i) contains all relevant information and documents relating to the (construction of) the Property, the Right of Leasehold and the transactions contemplated by this Agreement and the APA Business, (ii) does not contain any untrue, inaccurate and/or misleading statement, fact, matter or circumstance and (iii) does not omit to state any statement, fact, matter or circumstances the omission of which would make the contents of such information untrue, inaccurate or misleading in any respect. The Seller has not withheld any information which is or would be of material importance for the customary due diligence of a reasonable professional investor or, had Buyer had knowledge thereof on the Signing Date would have caused Buyer not to enter into this Agreement or to have entered it only on different terms, including price.

Tax


10.5.	No VAT (other than described and addressed in Clause 4) and no Transfer Tax (other than addressed in Clause 4) will be due by the Buyer or any of its affiliates with respect to the Transaction.

Power and authority


10.6.	The Seller has the power to enter into, perform and deliver, and has taken all necessary action to authorise entry into, performance and delivery of, this Agreement, and the transactions contemplated in this Agreement.


10.7.	The Seller has obtained all consents, approvals and permits whether governmental, regulatory, corporate or otherwise relating to the transactions contemplated by this Agreement.


10.8.	On the Transfer Date:


a.	the Seller has the legal and beneficial ownership of the Property;


b.	the Seller is duly authorised to release the Right of Leasehold to the Buyer;


c.	no party is exercising any right of retention in respect of the Property; and


d.	the Property is not subject to any claims regarding (the title to) the Property.

Non-conflict with other obligations


10.9.	Entering into this Agreement and performance by the Seller of this Agreement and the transactions contemplated by this Agreement, do not and will not conflict with its constitutional documents.


10.10.	Entering into and performance by the Seller of and the transactions contemplated by this Agreement do not conflict with any law or regulation applicable to it on the Transfer Date.

Rights in rem, qualitative obligations, attachments


10.11.	On the Transfer Date, the Property will be free of Encumbrances or any registration (inschrijving) thereof to such an extent that the Right of Leasehold can be released in accordance with Clause 9.1.


10.12.	Other than as set out in the Deed of Leasehold, this Agreement or appearing from the Land Registry or possibly created by prescription ("verjaring"), there are no:


a.	obligations entailed by a particular title within the meaning of article 6:252 DCC (kwalitatieve verplichtingen);


b.	easements or servitudes;


c.	covenants or perpetual clauses in any subsequent transfer that need to be imposed upon the Buyer;


d.	claims by a local authority (ongevorderd) with respect to the Property and no third party is using the Property without any right or title; and


e.	preferential and/or pre-emption rights granted to third parties which have not been waived by the relevant third parties.

Charges and costs


10.13.	The charges as mentioned in Clause 7.1 have been paid, in so far as the relevant assessments have been imposed.


10.14.	As a result of the Transaction the Buyer shall not receive or become entitled to any income, fees, revenue, return or otherwise than rent with respect to the Leases and/or fees directly related to the Property in line with payments received by the Seller with respect to the Property prior to Completion.

Environment


10.15.	During the period the Seller (partially) owned the Property, the Seller complied with all environmental and planning requirements under public law.


10.16.	There are no actions of administrative or criminal enforcement actions pending, announced or expected.


10.17.	The permitted use under the Leases is in accordance with the zoning plan.


10.18.	No complaints from the neighbours have been received regarding on subjects of nuisance such as noise, air or odour pollution which could potentially result in legal proceedings.


10.19.	The zoning plan and the quality of the Soil do not prevent the construction of new (cooled) storage space on the Property.

State of the Property


10.20.	The Property has been built, used and maintained in accordance with all relevant contracts, standards, permits and regulations. The Property is in good condition, there are no maintenance backlogs, no contaminations and no defects known by the Seller or announced by a Lessee which have not been remedied yet or which did not form part of the Disclosed Information.

10.21.

For all structures on the the Property, if and when required by law, all integrated environmental permits and notifications pursuant to the Activities Decree (Activiteitenbesluit) and the Building Decree 2012 (Bouwbesluit 2012) and all required energy labels have been issued and/or obtained and have become final and conclusive. The Property complies with all zoning regulations, issued integrated environmental permits and all applicable (general) rules pursuant to the Activities Decree (Activiteitenbesluit). Furthermore, all notifications pursuant to the Building Decree 2012 (Bouwbesluit 2012) have been issued.

10.22.

The Seller nor any of the Lessees has used, disposed of, generated, stored, dumped, released, deposited, buried or emitted any Hazardous Substances at, on, from, to or under any of the Properties which under applicable Environmental Laws in force on the Transfer Date and in the context of the present use by the Seller of these real properties, on the Transfer Date would result in an order by a governmental body to the Seller to take remedial measures.

Public and civil law


10.23.	On the Transfer Date no orders or enforcement decisions have been made or announced in writing by government authorities that have not yet been carried out, or that have been carried out by a government authority but have remained unpaid.


10.24.	The Property has not been included in (pending applications for) a designation order or any entry of the Property in a register:


a.	as protected monument within the meaning of the Dutch Monuments and Historic Buildings Act 1988 (Monumentenwet 1988);


b.	as an urban or village conservation area or proposal thereto in the sense of the Dutch Monuments and Historic Buildings Act (Monumentenwet 1988);


c.	as a protected monument by the municipal or provincial authorities, except for preparations by the municipality to designate the Property as a municipal monument.


10.25.	The Seller is not aware that the municipality has adopted any urban renewal plan (“stadvernieuwingsplan”) or environmental order (“leefmilieuverordening”) within the meaning of the former Urban and Rural Regeneration Act (“Wet op de stads- en dorpsvernieuwing”) involving the Property;


10.26.	The Seller is not aware that the Property has been included in any designation, listing order or registration as an urban or village conservation area (“beschermd stads- of dorpsgezicht”) or in a pending request for an advice on such matters.


10.27.	The use of the Property by the Lessees does not violate public or private law. The Property has been built in accordance with all building permits and complies with all national and local norms, especially regarding fire and life safety.


10.28.	Other than as set out in the Deed of Leasehold or appearing from the Land Registry, there are neither qualified rights (tolerance obligations) registered in relation to the Property as defined in the Public Works (Removal of the Impediments in Private Law) Act (Belemmeringenwet Privaatrecht), nor has the Seller received any notices as defined in sections 2 or 8a of that Act.


10.29.	No restrictions under public law in relation to the Property have been entered in the municipal register of restrictions of the Land Registry.

Leases


10.30.	On the Transfer Date:


a.	the Property is leased out in accordance with the Lease Overview;


b.	the Property has no defect within the meaning of article 7:204 DCC;


c.	the Seller does not lack any necessary permits to lease out respectively to rent the Property;


d.	the Seller has fulfilled its obligations under the Leases;


e.	the Lessees have performed all their materially (payment of rent) obligations due under the Leases;


f.	the Leases (and further relevant documents that are part of the Disclosed Information) constitute the entire agreement between the Seller and the Lessees and there are no other agreements with the Lessees in place which will be transferred to the Buyer;


g.	there are (other than appearing from the documents that are part of the Disclosed Information) currently no disputes with any of the Lessees, nor are any disputes to be expected;


h.	the rental security provided by the Lessees is not invoked by the Seller nor will be invoked before or on the Transfer Date.

No disputes


10.31.	On the Transfer Date there are no disputes with respect to the Property, nor are there to Seller's Best Knowledge any disputes to be expected.

OFAC/Patriot Act AML and FCPA


10.32.	(A) neither the Seller, (B) nor any of its officers, managers nor directors, (C) nor any direct or indirect owner of 10% or more of the beneficial interests in the Seller, (D) nor, to the Seller’s knowledge, any other beneficial owner of the Seller:

is listed in the “Alphabetical Listing of Blocked Persons, Specially Designated Nationals, Specially Designated Terrorists, Specially Designated Global Terrorists, Foreign Terrorist Organizations, and Specially Designated Narcotics Traffickers” (the “OFAC List”) published by the United States Office of Foreign Assets Control, as in effect from time to time, and as such list is located on the U.S. Department of Treasury’s website: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in Executive Orders issued by the United States government pertaining to the OFAC List (the “U.S. Executive Orders”) or, to the Seller’s knowledge, is otherwise a person, entity or government with whom a United States person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation and/or executive orders;

is owned or controlled by, or acts for or on behalf of, any person or entity on the OFAC List or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the U.S. Executive Orders pertaining to the List (any person referenced in this provision, or in provisions (a)-(b) above, is hereby referred to herein as a “Blocked Person”); and/or


d.	has made any bribe or other financial inducement to a public official or governmental employee in the past in connection with the acquisition, financing, operation or otherwise pertaining to the Property in violation of the Foreign Corrupt Practices Act of the United States of America and the rules and regulations promulgated thereunder.


11.	INDEMNITIES BY THE SELLER


11.1.	Without prejudice to or precluding any other rights or remedies which the Buyer may have under this Agreement or the law, the Seller undertakes to indemnify and hold the Buyer harmless (vrijwaren en schadeloosstellen) against all actions, claims, costs and expenses (including fees of legal and other advisers) for and in relation to each of the following matters:


a.	any claims from (a group company of) Groep Heylen Redevelopment B.V. relating to or in connection with the (transfer of the) LPV Plots and/or (the shares in the capital of) Logistic Park Venlo B.V., Logistic Park Venlo II B.V. and/or Logistic Park Venlo III B.V.;

the wall and/or floor (panels) of object 3837 (cadastrally known as Municipality of Grubbenvorst, Section M, Number 616, Municipality of Venlo, Section X, Numbers 1465, 1467 and 1469) not being fully compliant, including for the avoidance of doubt the relevant contractor denying/disputing liability in relation thereto and any dispute(s) with or claim(s) from the Lessees in respect of such wall and/or floor panels; and


c.	any person other than the Employees (as defined in the APA Business) claiming that they have transferred to the Buyer on the basis of a transfer of undertaking (overgang van onderneming) or otherwise in connection with the transactions contemplated in the APA Business or this Agreement.


11.2.	These Indemnities shall be unlimited in time and the Buyer may opt in its sole discretion to claim damage for breach of a Warranty or under an Indemnity.


12.	LEASES

12.1.

Any current or future incentives granted to the Lessees pursuant to the Leases, such as rent-free periods and contributions to investments, shall be for the account of the Buyer and have been taken into account in the Purchase Price, with the exception of the one-time rent exemption which may be granted to Staay – van Rijn B.V. in relation to the EIA subsidy as referred to in clause 30.4 of the lease agreement between Staay – van Rijn B.V. and the

Seller dated 6 March 2017 shall remain for the account of the Seller, for which the Seller shall fully indemnify the Buyer. The foregoing does not change (and the Parties agree) that the EIA subsidy as referred to in clause 30.4 of the lease agreement between Staay – van Rijn B.V. and the Seller dated 6 March 2017 shall (if granted) be for the benefit of the Seller.


12.2.	The deposits provided by the Lessees have been listed in Annex 14 to this Agreement and shall be settled between the Parties on the Transfer Date, such in accordance with Clause 6.1.


12.3.	Insofar as necessary, the Seller shall fully cooperate with having any bank and/or corporate (parent company) guarantees registered in the name of the Buyer.

12.4.

In relation to the circumstance that the Lessees are obligated to make a security deposit or supply a bank guarantee in regard to the Leases and the Buyer was not able to ascertain that all Lessees have fulfilled this obligation and/or one or more of the security cannot be transferred to the Buyer on the Transfer Date, the Seller hereby warrants the payment obligations of all such Lessees to the Buyer and shall indemnify the Buyer in such respect, subject to the following conditions:


a.	the Buyer shall use its commercially reasonable best efforts to compel the respective Lessee to supply the security agreed upon directly to the Buyer;


b.	the Buyer can only claim payment under this Clause from the Seller for payments by the Lessees for which the missing security was intended for, up to the amount due by the Lessee and a maximum of the agreed upon amount of the security;

this warranty and indemnity applies only to the Leases/Lessees that are set out in Annex 20, and ends in respect to each Lease/Lessee on the moment on which the respective security is validly and completely supplied directly to the Buyer by that Lessee, and shall lapse fifteen (15) months after the Transfer Date, unless to the extent the Buyer has sent a notice to the Seller with a claim pursuant to this Clause.

The Seller shall and shall procure that each of its group companies shall not claim under any security deposit or bank guarantee or other security provided by any of the Lessees or in relation to any of the Leases.


12.5.	Each of the Seller and Logistic Park Venlo III B.V. (also on behalf of any of its successor(s) in title (rechtverkrijgenden)) hereby irrevocably and unconditionally waives any rights it may have to claim under the bank guarantee provided by Deutsche Bank AG dated 31 July 2018 (with respect to Staay-Van Rijn B.V.) to the benefit of Logistic Park Venlo III B.V. (regardless the title of claim).


13.	ENVIRONMENT


13.1.	The Seller has ordered Adviesbureau Tauw to conduct an exploratory soil survey at the Property, which survey resulted in a report dated 25 August 2017 the title page of which is attached hereto as Annex 9.


13.2.	The Seller has ordered Adviesbureau Tauw to conduct an asbestos survey at the buildings at the Property constructed before 1993, which survey resulted in a report dated 7 August 2017 the title page of which is attached hereto as Annex 10.


13.3.	The Seller provided the Buyer with the relevant information with respect to the environmental soil condition and with respect to any pollution of the buildings on the Property (including installations therein) with any substance (including but not limited to asbestos) through the Disclosed Information in accordance with the Leasehold Conditions.


13.4.	The Buyer accepts the environmental state of the soil of the Property as set out in the survey reports as mentioned in Clauses 13.1 and 13.2.


14.	WARRANTIES AND REPRESENTATIONS OF THE BUYER


14.1.	The Buyer represents (“verklaart”) and warrants (“garandeert”) to the Seller on the Transfer Date that:


1.	it explicitly accepts the burdens and restrictions set out in the Deed of Delivery, this Agreement and those burdens and restrictions that are specified in the public registers in relation to immovable property and rights thereon, as defined in Clause 8.1 of the Land Register Act (“Kadasterwet”) in relation to the Property;


2.	it has been duly incorporated and is validly existing under the laws of its jurisdiction;


3.	it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, which, when executed, and assuming due execution by the Parties, will constitute valid and binding obligations of the Buyer in accordance with its terms and the actual situation;


4.	it has taken all corporate action required by its articles of association and applicable law in connection with the entering into this Agreement and the performance of its obligations hereunder; and


5.	it is not known with any breach of the Warranties.


15.	DISCREPANCIES IN DIMENSIONS/DESCRIPTION

15.1.

If the measurements or dimensions of the Property is incorrect or incomplete, neither the Buyer nor the Seller shall derive any right from this, with the same applying to other discrepancies in the description of the Property. The above shall also apply to any boundary-exceeding constructions, incorrect indication of the number of square metres of gross floor area/lettable floor area in the Leases and/or the Lease Overview, deviations from zoning plans and/or other official regulations, deviations from specifications, or deviation from limitations stipulated in notarial deeds of the number of square metres to be constructed.


16.	DUE DILIGENCE


16.1.	The Buyer:


1.	has carried out the Due Diligence;


2.	was assisted by professional advisors;


3.	and its advisors were able to investigate the Disclosed Information including the documents included in the Data Room in respect of financial, commercial, construction, technical, environmental, legal and tax aspects and that Buyer and its advisors received sufficient answers on their queries for further explanation by Seller and its advisors;


4.	was able to carry out a factual investigation in respect of the technical, constructional and environmental condition of the Property and in that context access was given to the Property;


5.	was able to check the Land Registry, the trade register and municipal services.


17.	SECURITY – ASSIGNMENT AND SET-OFF


17.1.	The Seller shall not be entitled to set-off (verrekenen) or suspend (opschorten) any payment pursuant to this Agreement, unless this was specifically agreed upon in writing.

17.2.

The Parties hereby irrevocably and unconditionally agree and acknowledge that any and all claims under this Agreement and the APA Business (including for the avoidance of doubt any of the schedules thereto and therefore including the Right of Leasehold) of the Buyer and/or Hines Fresh Park Venlo B.V. against the Seller and/or ZON Holding B.V., will be capable of assignment or transfer by the Buyer to Hines Fresh Park Venlo B.V. or vice versa. The Seller hereby irrevocably confirms that it will cooperate with and provide its consent to any transfer or assignment of any claim against the Seller by the Buyer to Hines Fresh Park Venlo B.V. or by Hines Fresh Park Venlo B.V. to the Buyer and to the extent required hereby in advance irrevocably grants it cooperation and consent thereto.

17.3.

The Parties hereby irrevocably and unconditionally agree and acknowledge that, if so desired by the Buyer and/or Hines Fresh Park Venlo B.V., the Buyer and/or Hines Fresh Park Venlo B.V. may set-off or suspend any claim they may have against the Seller and/or ZON Holding B.V. (whether with respect to this Agreement (including for the avoidance of doubt any of the schedules thereto and therefore including the Right of Leasehold and therefore the Ground Rent) or otherwise) with any payment obligation or debt the Buyer and/or Hines Fresh Park Venlo B.V. may have to any of the Seller and/or ZON Holding B.V.


18.	NON-COMPETE

18.1.

Each of Seller and ZON Holding B.V. undertakes vis-à-vis the Buyer that it shall, and shall procure that each of it/their affiliates shall, refrain during a period of 2 years from the Transfer Date, both directly and indirectly through one of its/his affiliates (including entities belonging to their group) or otherwise from any business activities (including but not limited to participation as shareholder, partner or in any other capacity), which are in competition with or comparable to the activities as performed by the Seller up to the Transfer Date in connection with the Property, such as the leasing out of space at a location within 150 kilometers from the Property and establishment of a land bank, agribusiness or other distribution park within 150 kilometers from the Property, which is the area in which Seller would be in competition with the Property.


18.2.	For the avoidance of misunderstanding or disputes, the Parties explicitly agree that Clause 18.1 shall not limit:


a.	ZON Holding B.V.'s right to (i) continue its business consisting of the trade and auction of fruit and vegetables as conducted prior to the Transfer Date, (ii) lease real estate as a lessee to conduct its own business as conducted prior to the Transfer Date and (iii)

to lease the real estate cadastrally known as Municipality of Venlo, Section X, Number 1583 as a lessor;


b.	Seller or ZON Holding B.V.'s right to lease in the capacity of lessor the building 3813 (cadastrally known as Municipality of Venlo, Section X, Numbers 1588 and 1587) as addressed in and in compliance with Clause 24.4.

18.3.

In the event of a breach by Seller and/or ZON Holding B.V. of its obligations pursuant to Clause 18.1, the defaulting party (being both Seller and ZON Holding B.V. (on a joint and several basis) in the event an affiliate is in breach) shall forfeit to Buyer, without any further notice or demand being required, an immediately payable penalty in the amount of EUR 10,000,000 (in words: ten million Euro) for each violation and EUR 50,000 (in words: fifty thousand Euro) for each day that such violation took place or continues, without limiting or precluding the right of Buyer to claim specific performance and/or actual damage.


19.	RISK AND INSURANCE


19.1.	The Property is for the risk of the Seller until the Transfer Date. As per the Transfer Date, the Buyer will bear the risk and financial responsibility for the Property.


19.2.	The Seller will be obliged to keep the Property insured on extended terms for the reconstruction value against fire and other damage until 24:00 hours on the date on which the Deed of Leasehold is signed. The Buyer will insure the Property from 00:00 hours on the date on which the Deed of Leasehold is signed on extended terms for the reconstruction value against fire and other damage.


20.	BREACH


20.1.	The Seller shall – notwithstanding the limitation of Seller's liability under Clause 21 (Limitation of Liability) – be liable for any and all Damage and shall indemnify (vrijwaren) and hold the Buyer harmless (schadeloosstellen) in the event of any breach by the Seller of this Agreement.

20.2.

If either of the Parties, after having been given notice of default in accordance with Clause 34.6, defaults for a period of 10 Business Days or longer in the performance of one or more of the following obligations (a) pay the Purchase Price, (b) cooperate to transfer the Property or (c) hand over the Property to the Buyer on the Transfer Date, the non-defaulting Party will have the following alternative choices between:

demanding performance of this Agreement, in which case the defaulting Party shall incur an immediately payable penalty of three pro mille of the Purchase Price per calendar day (or part-day) delay per the calendar day the aforementioned period of 10 Business Days has lapsed until the earlier of (i) the calendar day of performance or (ii) the accumulated payable penalty amounts to ten percent (10%) of the Purchase Price; or


b.	declaring this Agreement to be dissolved by means of a written statement, in which case the defaulting Party shall incur an immediately payable penalty of ten percent (10%) of the Purchase Price.


20.3.	Any penalty paid or owed will be deducted from any damages and will be in addition to any rights accrued between the Parties in any other valid arrangement.


21.	LIMITATION OF LIABILITY

W&I Insurance


21.1.	The Parties acknowledge that the W&I Insurance Policy provides coverage in accordance with its terms to the Buyer in relation to certain Warranties given by the Seller to the Buyer under this Agreement.

General

21.2.

The aggregate liability of the Seller towards the Buyer in respect of all claims in relation to a breach of one or more Warranties will not exceed the Deductible, except for the warranties included in Clauses 10.6 up to and including 10.13 (the “Fundamental Warranties”). The aggregate liability of the Seller towards the Buyer in respect of claims in relation to one or more of the Fundamental Warranties will not exceed the Purchase Price.


21.3.	The Buyer's right to claim compensation for Damage for breach of one or more of the Warranties lapses:


a.	with respect to the Fundamental Warranties: seven (7) years after the Transfer Date;


b.	with respect to the Warranties relating to taxes through expiry of the period relevant to such taxes under the applicable statute of limitations plus six (6) months;


c.	with respect to the other Warranties: 24 months after the Transfer Date,

unless prior to the relevant expiry date notice of a claim has been given by the Buyer to the Seller in which case the Seller’s liability will survive the expiry date.


21.4.	The Seller shall not be liable in respect of any claim in relation to a breach of any of the Warranties in Agreement to the extent such claim is:


a.	attributable to anything arising directly from any matter, act, omission, or circumstance (or any combination thereof) that was Fairly Disclosed;


b.	attributable to anything arising directly from any act or omission (or any combination thereof) of the Seller at the explicit written request of the Buyer;


c.	attributable to anything arising directly from any matter, act, omission, or circumstance (or any combination thereof) pursuant to an action of the Buyer (or its directors, officers, employees or agents or successors in title) after the Transfer Date;


d.	attributable to the passing of, or any change in, any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental,

intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation after the Transfer Date;


e.	attributable to any change after the Transfer Date of any generally accepted interpretation or application of any law; and


f.	covered by a policy of insurance of the Buyer (other than the W&I Insurance Policy) and insofar as the Buyer has actually recovered thereunder.


21.5.	No liability shall attach to the Seller with respect to a breach of a Warranty in the event the aggregate liability of all claims pursuant to the Warranties does not exceed € 100,000 (in words: one hundred thousand euro) and in the event this threshold is exceeded, the Seller shall be liable for the full amount and not only for the excess.


21.6.	The sole recourse of the Buyer in respect of any Warranty Claim in excess of the Deductible shall be the W&I Insurance other than in relation to the Fundamental Warranties.


21.7.	The limitations set forth in this Clause 21 (Limitation of Liability) shall not apply in case of fraud (bedrog) or willful misconduct on the part of the Seller or a person acting on behalf of Seller with respect to the Due Diligence, in the negotiation of this Agreement or in relation thereto.


22.	TRANSFERABILITY OF RIGHTS

22.1.

Subject to Clause 17, the Parties are not allowed to pledge, assign or otherwise transfer any Party's rights under this Agreement without prior approval of the other Party, provided however that (i) the Buyer may assign and/or transfer any right in accordance with Clause 17 without the prior approval of the Seller, (ii) the Buyer may pledge any rights arising from this Agreement to its Financing Bank or any other financier with respect to (a part of) the Property and (iii) the Buyer may assign or otherwise transfer any of its rights to a successor of the Property or Right of Leasehold or to the W&I Insurance Provider. The Parties acknowledge the limitation of subrogation provisions in the Insurance Policy.


22.2.	Third parties cannot rely on this Agreement if a Party’s rights under this Agreement have not been assigned and/or transferred in compliance with Clause 22.1 or Clause 17.


23.	TRANSFER OF RIGHTS AND CLAIMS

23.1.

Subject to Clause 23.3, all claims in connection with the Property which the Seller, ZON Holding B.V. or any of their group companies may now or at any other time be capable of enforcing against third parties, including builders, (sub)contractors, fitters and/or suppliers will be for Buyer. In as far these claims cannot be regarded as rights attached to a certain capacity (“kwalitatieve verplichtingen”) in the meaning of article 6:252 DCC, Seller hereby transfers these claims, as well as the rights under any subsidy schemes, guarantee schemes and certificates of guarantee, in each case in so far as such rights are assignable and without any requirement on the Seller to give an indemnity. Seller is also obliged to hand over to

the Buyer any proofs of guarantee as may exist with respect to the Property and to do everything necessary to have these placed in the name of the Buyer. The Seller and the Buyer will after the Transfer Date in good faith and without delay discuss and take action to inform the contracting parties about the transfer of rights and – where necessary – will obtain the cooperation of those parties in this respect.

23.2.

The Seller shall effectuate the transfer of rights referred to in Clause 23.1 at the Transfer Date immediately after the execution of the Deed of Leasehold. If and to the extent the effectuation of the transfer of rights is not possible, the Seller will (i) on the Buyer’s own behalf and for its own risk and expenses grant an irrevocable power of attorney to the Buyer to exercise Sellers remaining rights and will at the request of the Buyer provide the Buyer with a document appointing the Buyer as a power of attorney ad litem (proces-volmacht), (ii) provide all required cooperation to the Buyer and its representatives and (iii) transfer to the Buyer any payments made to the Seller in such respect.

23.3.

In deviation of Clause 23.1 and without prejudice to Clause 11, the Seller does not transfer the claim it has with respect to the dispute with contractor ASK as referred to in Clause 11.1, as result of which the claim will remain with the Seller. The Seller will be obliged to arrange for the wall panels of object 3837 (cadastrally known as Municipality of Grubbenvorst, Section M, Number 616, Municipality of Venlo, Section X, Numbers 1465, 1467 and 1469) to be repaired/brought in conformity with the relevant agreement with the contractor and the quality level of the (rest of the) building, without any disruption to (the management of) the park and its tenants and on or before the date falling 2 years after the Transaction Date (the “Ultimate Repair Date”).

The Buyer shall inform the Seller that the obligations of the Seller pursuant to this Clause 23.3 have been met as soon as the tenants have confirmed in writing their satisfaction with the quality level of the building and the repair, or as soon as through a court procedure or arbitration it is confirmed that the wall and floor panels are repaired/brought in conformity with the relevant agreement with the contractor and the quality level of the (rest of the) building.


23.4.	The Seller shall on the Transfer Date hand over to Buyer all energy performance certificates (“energieprestatiecertificaten”) or similar documents within the meaning of the Energy Performance (Buildings) Decree (“Besluit energieprestatie gebouwen”) with respect to the Property.


23.5.	As soon as possible but no later than one (1) month after the Transfer Date, the Seller will hand over to the Buyer the following documents:


a.	all revision drawings, maintenance manuals and user manuals, structural drawings, drawings relating to the technical systems and all drawings related to the, as well as any licences and permits relating to the construction of the Property;


b.	all building warranties and guarantees provided by contractors and subcontractors and suppliers, including proof that the transfer to the Buyer of all warranties and guarantees has been successfully effectuated; and


c.	all (original) lease agreements (including annexes thereto), riders and guarantees.


24.	ADDITIONAL OBLIGATIONS SELLER

FPV-ROFR's

24.1.

The Seller has informed and represents to the Buyer that the Seller has received FPV-ROFR with regard to each part of land in the Fresh Park Venlo Area (excluding the Property) and has included the main terms and relevant timing of exercising such rights in Annex 22 (FPV-ROFR Provisions). The Seller and Buyer agree that the Seller shall timely inform the Buyer of any forthcoming FPV-ROFR and if the Buyer decides it would like to exercise such right, the Seller shall, in accordance with the provisions hereinafter, put Buyer in a position to do so. The Seller acknowledges the commercial importance hereof to the Buyer and that the Buyer has agreed to the Purchase Price because of the FPV-ROFR and has allocated a material part of the Purchase Price to this right.


24.2.	Each of the Seller and ZON Holding B.V. will and shall procure that any of their group companies will:


a.	keep Buyer pro-actively informed on all updates with regard to any FPV-ROFR;


b.	inform the Buyer without delay of any (i) forthcoming exercise of a FPV-ROFR, (ii) actual right to exercise a FPV-ROFR and (iii) provide a clear overview of relevant timing and terms of such right(s);


c.	at the request of the Buyer provide all information to the Buyer with respect to any FPV-ROFR;


d.	if and when any FPV-ROFR can be exercised, offer the Buyer the possibility to either:

amend (expand) the Right of Leasehold to include the offered plot, under the simultaneous amendment of the Leasehold Conditions (regarding the - average – leasehold land value and payable ground rent) in accordance with the systematics of the existing conditions, and purchase the building(s) on the plot to the Buyer for the same purchase price as offered to the Seller (or in case no separate price was set for the building for the difference between the total value of the object (freehold) and the value of development land in the park as meant in of the Leasehold Conditions), provided that no other changes will apply in the Leasehold Conditions or otherwise to the Buyer; or


2.	purchase and acquire the (entire) object as was offered to Seller for the same purchase price and under the same conditions as offered to the Seller; and


e.	if the Buyer accepts the offer within the time frame applicable to Seller’s right of first refusal, use its right of first refusal in order to secure the object.


24.3.	To the extent possible the Seller shall, in case the offer as meant in Clause 24.2.d.2. was made, transfer or assign the relevant FPV-ROFR to the Buyer. If such transfer or assignment is not possible, the Seller shall procure that it will secure such FPV-ROFR by exercising its rights and transfer the ownership on the same day to the Buyer.

Building 3813

24.4.

The Seller shall as soon as possible (but in any event within one (1) month) after building 3813 (cadastrally known as Municipality of Venlo, Section X, Numbers 1588 and 1587) can be transferred from the Seller without triggering reimbursement of any of the subsidies that were provided in relation to this building), offer this building for sale to the Buyer at a purchase price as commercially agreed between the Seller and the Buyer during a period of not more than 20 Business Days, provided that any agreement by the Buyer may be subject to board approval of a group company and if no such agreement is reached within such 20 Business Days, each Party shall appoint a bona fide independent expert valuator, which two valuators will appoint a third bona fide independent expert valuator and these three valuators will jointly determine the purchase price. The valuators shall take into account Royal Institute of Chartered Surveyors (RICS) valuation standards, which take into account ERV for vacancy, and these valuators shall be jointly instructed to use a market capitalization rate except if that market capitalization rate is less than 5.67% in which case 5.67% shall be used (i.e. if it was 4% based on market evidence, 5.67% would be applied and if it was 6% based on market evidence 6% would be applied). The purchase price determined by the three valuators shall be the price offered by the Seller. If such purchase price is finally determined (either by the Parties or by the valuators jointly) and accepted by the Buyer (and the Buyer has obtained the relevant approvals), the Buyer will acquire such building by amendment of (expending) the Right of Leasehold and under amendment of the Leasehold Conditions (solely regarding the – average – leasehold land value and payable ground rent) in accordance with the systematics of the existing conditions, provided that no other changes will apply in the Leasehold Conditions or otherwise to the Buyer than with respect to this building 3813. It shall be at the sole discretion of the Buyer whether it is willing to accept the building offered by the Seller.

Sale of land by Seller's group

24.5.

In the event any of the Seller, ZON Holding B.V. or any of their group companies wishes to sell, transfer or grant a right of leasehold to any plots of land it owns but which are not part of the Property, including the freehold of the Property/Right of Leasehold (listed in Annex 18) (“Remaining FPV Ownership”), the Buyer shall first be given the opportunity to include the Remaining FPV Ownership in the Right of Leasehold. The Seller shall notify the Buyer

in writing, by registered letter, and offer the Remaining FPV Ownership to the Buyer to include in the Right of Leasehold, under amendment of the Leasehold Conditions (solely regarding the – average – leasehold land value and payable ground rent) in accordance with the systematics of the existing conditions, provided that no other changes will apply in the Leasehold Conditions or otherwise to the Buyer. The Buyer shall inform the Seller in writing, by registered letter, within twenty-five (25) Business Days after receipt of the registered letter, whether the Buyer is interested in the Remaining FPV Ownership.

24.6.

In the event that the Buyer informs the Seller that it is interested to include the Remaining FPV Ownership in the Right of Leasehold, the Buyer shall make an offer and the Parties will negotiate - in good faith - on the purchase price and other conditions for a period of twenty-five (25) Business Days, during which time the Buyer may also conduct due diligence. In the event parties reach agreement, this will be confirmed in a legally binding term sheet, which may be subject to board / investment committee approval by the Buyer and/or any of its group companies.

24.7.

If the Parties fail to reach agreement the Seller will be entitled to sell the Remaining FPV Ownership to a third party at the same or higher purchase price and under similar or better (for the Seller) financial conditions as for which the Buyer finally offered to purchase the Remaining FPV Ownership from the Buyer during the negotiations period as mentioned in Clause 24.6. If the purchase price is for any reason reduced with more than 10% from the price that was finally offered by the Buyer or if the financial conditions are materially changed to the benefit of the third party, the Seller shall give the Buyer another opportunity to purchase the Remaining FPV Ownership. If the Seller has not entered into a purchase agreement regarding the Remaining FPV Ownership with the third party and has not transferred the Remaining FPV Ownership within 8 months after the offer to the Buyer, the Seller shall give the Buyer another opportunity to purchase the Remaining FPV Ownership.


24.8.	The Seller is obligated to impose the obligations as set out in Clause 24 to each of the Seller’s successors by way of a perpetual clause (kettingbeding), which shall be recorded in the deed of transfer or leasehold regarding the Remaining FPV Ownership and each such Seller's consecutive successor must impose the same obligations to its successors.


24.9.	If the Seller or any of the Seller’s successors fail to comply with the provisions of this Clause 24, the Seller (or the respective successor) shall forfeit to the Buyer:

regarding failure to comply with the provisions of Clause 24.1 and/or 24.2, a penalty in the amount of EUR 500,000 (five hundred thousand euro’s) regarding each FPV-ROFR, with the restriction that such a penalty is only due and payable if the non-compliance by the Seller (or its respective successor) has at that time led to the cancelation or expiration of the FPV-ROFR and therefore failure to put the Buyer (or its respective successor) in the position described in Clause 24.1, without prejudice

to the right to demand specific performance and/or be compensated for any damage in this respect;


-	regarding failure to comply with the provisions of Clause 24.4, and/or 24.5 and/or 24.8, a penalty in the amount of EUR 5,000,000 (five million euro’s), without prejudice to the right to demand specific performance and/or be compensated for any damage in this respect.


24.10.	The Buyer is allowed to assign or otherwise transfer all or part of its rights pursuant to this Clause 24 to any successor to the Right of Leasehold. The Seller (or its successors) shall fully cooperate with such transfer or assignment, and shall, at first request of the Buyer, execute all relevant agreements and/or documents with respect to such transfer or assignment.


25.	RIGHT OF FIRST OFFER/APPROVAL RIGHT SELLER


25.1.	Seller’s right of first offer


25.1.1.	In the event the Buyer intends to sell and/or transfer the Right of Leasehold to a third party, it shall give the Seller a written notice in which it notifies the Seller thereof and requests the Seller to make an offer for the Right of Leasehold (an “Offer Request Notice”).


25.1.2.	Upon receipt of the Offer Request Notice, the Seller shall as soon as practically possible and in any event within 10 Business Days as from the date of receipt of the Offer Request Notice either (i) submit a non-binding offer in writing to the Buyer to acquire the Right of Leasehold (the “Non-Binding Offer”), or (ii) notify the Buyer in writing that they will not make such Non-Binding Offer.


25.1.3.	As from the date of receipt of the Offer Request Notice, the Seller has 30 Business Days to conduct due diligence and submit a binding offer in writing to the Buyer to acquire the Right of Leasehold (in accordance with Clause 25.1.4) (the “Binding Offer”).


25.1.4.	A Binding Offer shall:


a.	stipulate the purchase price offered for the Right of Leasehold;


b.	only contain market standard terms; and


c.	be irrevocable and unconditional.

In the event the Binding Offer is not in compliance with this Clause 25.1.4, it shall be deemed that no Binding Offer has been submitted, unless decided otherwise by the Buyer.


25.1.5.	In the event a Binding Offer has been submitted to the Buyer in accordance with Clause 25.1.2, the Buyer shall, as soon as practically possible and in any event within 10 Business Days as from the date of receipt of the Binding Offer, either:


a.	accept the Binding Offer – in which case Parties shall procure that the sale and transfer of the Right of Leasehold to the Seller shall be completed within one (1) month as from the date of acceptance of the Binding Offer; or


b.	decide to reject the Binding Offer, by giving written notice thereof to the Seller.

In the event that the Buyer fails to timely notify the Seller in accordance with this Clause 25.1.5, the Buyer shall be deemed to have rejected the Binding Offer.


25.1.6.	In the event that:


a.	the Seller fails to timely submit a Binding Offer or notify the Buyer pursuant to Clause 25.1.2; or


b.	the Seller informs the Buyer in writing that it will not submit a Binding Offer pursuant to Clause 25.1.2 (ii),

the Buyer shall have the right to sell or transfer the Right of Leasehold to a third party in accordance with Clauses 25.2 and 25.3.


25.1.7.	In the event a Binding Offer has been submitted to the Buyer in accordance with Clause 25.1.2., the Binding Offer has been (or is deemed) rejected by the Buyer and the amount to be received by the Buyer for the Right of Leasehold from a third party is:

equal to or less than the Binding Offer, the Buyer shall be only entitled (but not obliged) to sell and transfer the Right of Leasehold to the Seller who shall purchase and accept the Right of Leasehold for the price and terms as set out in the Binding Offer, whereby the Buyer shall not be required to issue any warranties or indemnities in respect of the Right of Leasehold (other than in respect of title and ownership); or


b.	higher than the Binding Offer, the Buyer shall be free to sell and transfer the Right of Leasehold in accordance with Clauses 25.2 and 25.3.


25.2.	Seller’s approval right


25.2.1.	If the Buyer intends to sell and/or transfer the Right of Leasehold to a third party, it shall give the Seller provide the Seller with a list of potential transferees (a “Transferee List”).

25.2.2.

Upon receipt of the Transferee List, the Seller shall as soon as practically possible and in any event within 10 Business Days as from the date of receipt of the Transferee List inform the Buyer in writing if it considers any of the potential transferees unsuitable as a transferee because of such party being (i) a Blocked Person, or (ii) not a capable transferee, such lack of capacity to be evidenced by the Seller (acting reasonably), and such evidence being to the satisfaction of the Buyer (acting reasonably).


25.2.3.	In the event the Seller has timely informed the Buyer in accordance with Clause 25.2.2 that it considers one or more potential transferees unsuitable because of any of the exhaustively

listed grounds of Clause 25.2.2., the Buyer shall not be allowed to sell and/or transfer the Right of Leasehold to such party.

25.3.

The Buyer is obligated to impose the obligations as set out in this Clause 25 to each of the Buyer’s successors by way of a perpetual clause (kettingbeding), which shall be recorded in the Deed of Leasehold. If the Buyer or any of the Buyer’s successors fail to comply with Clause 25, the Buyer (or the respective successor) shall forfeit to the Seller an immediately payable penalty in the amount of EUR 5,000,000 (five million euro’s).


25.4.	The Seller is allowed to assign or otherwise transfer all of its rights pursuant to this Clause 25 to any successor to the Property. The Buyer (or its successors) shall fully cooperate with such transfer or assignment, and shall, at first request of the Seller, execute all relevant agreements and/or documents with respect to such transfer or assignment.


26.	ANTI-SPECULATION DETAILS


26.1.	The Buyer is not allowed to sell or transfer the Right of Leasehold to a third party, encumber the Right of Leasehold with limited rights (“beperkte rechten”) other than rights of mortgage or pledge, or transfer the beneficial title (“economische eigendom”) to a third party within 12 months after the Transfer Date.


26.2.	A transfer of the Right of Leasehold as referred to in Clause 26.1 also includes a transfer of transition under general title of shares, the transfer of voting rights on the share or in any other way obtaining control over the activities of the Buyer by a third party.


26.3.	Notwithstanding the provisions of Clauses 25 (Right Of First Offer/Approval Right Seller), 26.1, 26.2 or any other provision contained in this Agreement a transfer of the Right of Leasehold:


a.	to any affiliate of the Buyer or Hines Fresh Park Venlo B.V.;

to any other third-party as part of a portfolio sale (which shall be defined as the sale or transfer of the Right of Leasehold plus the sale (regardless the structure of such sale) of one or more other interest(s) in real property with an aggregate value of at least twenty percent (20%) of the Purchase Price, whether located in the Netherlands or elsewhere which is marketed as a portfolio sale); or


c.	as part of merger, consolidation or similar transaction or is part of the disposition of all or substantially all of the assets by Hines Global Income Trust, Inc.,

does not constitute a breach under Clause 25 (Right of First Refusal Seller) or this Clause 25, under the condition that the Buyer imposes the obligations as set out in this Clause 25 (for the remaining period) to its successor, and furthermore complies prior to such sale or transfer with all obligations under this Agreement and the Deed of Leasehold in case of any transfer of the Right of Leasehold.


26.4.	In case of a (partial) breach of any obligation set out in this Clause 26, the Buyer will forfeit to the Seller, without further notice of default or judicial intervention being required regardless of whether or not the default is attributable, an immediately payable penalty equal to ten percent (10%) of the Purchase Price.


26.5.	The Seller may, at its sole discretion, waive the obligations as set out in this Clause 26. Such waiver will only be granted in writing. The Seller is entitled to attach conditions to such waiver.


27.	CONFIDENTIALITY AND ANNOUNCEMENTS


27.1.	Neither of the Parties will disclose nor make accessible to anyone:


a.	the existence of and/or any of the terms of this Agreement;


b.	the subject matter of negotiations between the Parties in connection with this Agreement;


c.	any other information in relation to this Agreement; or


d.	any confidential or secret knowledge or information with respect to any aspect of the respective businesses of or the respective Parties,

without the prior written approval of the other Party, unless such disclosure required by law or pursuant to an order of a competent court or governmental agency or authority or stock exchange regulations. If the law, a competent court or governmental agency or authority and/or stock exchange regulations require disclosure, the Parties will consult with each other to the extent reasonably possible and lawful regarding the substance of any such disclosure prior to the time when such disclosure is required to be made, and the disclosing Party will take the interests of the other Party into account to the extent reasonably possible.


27.2.	Notwithstanding Clause 27.1, the Parties may disclose the information referred to in Clause 27.1:


a.	to those persons who or which need to be informed for the purpose of internal decision-making in connection with this Agreement;


b.	which is or has become publicly available without breach of this Agreement;


c.	to the professional advisors, auditors and bankers of that Party (subject to confidentiality undertakings being duly executed or in place in advance);


d.	to external debt financiers of the Buyer, as well as their professional advisors (subject to confidentiality undertakings being duly executed or in place in advance); and


e.	as required to conduct the defense of a claim of a third party or to initiate or conduct any dispute on the basis of, and in accordance with, this Agreement.


27.3.	No announcement or press release regarding this Agreement or any element thereof will be made or issued other than with the prior approval of each of the Parties.


28.	STANDARD HINES GLOBAL INCOME TRUST CONFIDENTIALITY CARVE-OUT

28.1.

Notwithstanding the provisions of Clause 27 or any other Clause to the contrary, the Buyer and its representatives shall be entitled to retain one copy of the “Confidential Information” to the extent necessary in order to comply with any applicable laws or regulations and document retention policies, and shall only be required to use commercially reasonable efforts to return or destroy any materials stored electronically, and the Buyer and its representatives shall not be required to return or destroy any electronic copy of the “Confidential Information” created pursuant to their standard electronic backup and archival procedures. Notwithstanding anything to the contrary herein, the Buyer or its affiliates (or any entity advised by Buyer’s affiliates) shall be permitted to disclose in press releases, U.S. Securities and Exchange Commission (“SEC”) and other filings with governmental authorities, financial statements and/or other communications such information regarding the transaction contemplated by this Agreement and/or the terms of this Agreement and any such information relating to the Property as may be necessary or advisable to comply with any applicable federal or state securities laws, rules, or regulations (including SEC rules and regulations), “generally accepted accounting principles,” or other accounting rules or procedures or in accordance with Hines Global Income Trust Inc.’s prior custom, practice, or procedure. Without limiting the foregoing, Hines Global Income Trust Inc.’s, Inc. may file this Agreement with the SEC after the execution of the same and may file a form “8-K” and/or prospectus supplement to which this Agreement may be attached.


29.	CONDITION SUBSEQUENT


29.1.	This Agreement is entered into under the following condition subsequent (“ontbindende voorwaarde”):

the Seller ultimately on the Transfer Date not being in a position to release (part of) the Property as a result of an obligation pursuant to the Municipalities (Preferential Rights) Act (“Wet voorkeursrecht gemeenten”) to offer the Property for sale to the municipal, provincial or national authorities; and


29.2.	The condition subsequent under 29.1 a. has been included for the benefit of the Parties and each Party may invoke this condition subsequent.


29.3.	If a condition subsequent is fulfilled, the Agreement will terminate, which termination will have retroactive effect between the Parties as from the date of entering into this Agreement.


30.	COOPERATION WITH BUYER'S AUDITORS AND SEC FILING REQUIREMENT'S

30.1.

The Seller shall provide to the Buyer (at the Buyer’s expense) copies of, or shall provide the Buyer access to, such factual information as may be reasonably requested by the Buyer, and in the possession or control of the Seller, or its property manager or accountants, to enable the Buyer’s auditor (Deloitte & Touche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the year 2018 plus up to the three prior calendar years. The Buyer shall be responsible for all out-of-pocket costs associated with this audit. The Seller shall cooperate (at no cost to the Seller) with the Buyer’s auditor in the conduct of such audit. In addition, the Seller agrees to provide to the Buyer’s auditor, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after the Transfer Date. Without limiting the foregoing, (i) the Buyer or its designated independent or other auditor may audit the Seller’s operating statements of the Property, at the Buyer’s expense, and the Seller shall provide such documentation as the Buyer or its auditor may reasonably request in order to complete such audit, and (ii) the Seller shall furnish to the Buyer such financial and other information as may be reasonably required by the Buyer or any affiliate of the Buyer to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of the Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, the Seller, its property manager or accountants, at no material cost to the Seller, and in the format that the Seller (or its property manager or accountants) have maintained such information.


31.	GENERAL TERMS AND CONDITIONS OF TAYLOR WESSING N.V.


31.1.	The services to be provided by the Notary of Taylor Wessing N.V. are subject to the general terms and conditions, which includes a limitation of liability. A copy of these general terms and conditions is attached as Annex 11.


32.	CHOICE OF FORUM AND LAW


32.1.	This Agreement and the documents to be entered into pursuant to it (save as expressly provided otherwise therein) and any contractual and non-contractual obligations arising therefrom shall be governed and construed exclusively by Dutch Law.


32.2.	All disputes (contractual or non-contractual) arising out of or in connection with this Agreement or further agreements resulting therefrom shall be settled by the competent court in Amsterdam, the Netherlands, subject to appeal and appeal in the second instance. The Parties irrevocably waive any rights that they may have or acquire to object to the jurisdiction of these courts.

To the extent permitted by applicable Law, all injunctions, provisional measures, requests for the preliminary hearing of witnesses shall be submitted to the exclusive jurisdiction of the court of Amsterdam, the Netherlands.


32.3.	The General Time Limits Act (“Algemene Termijnenwet”) applies to the time limits stated in this Agreement.


33.	NOTARY

33.1.

The Parties are aware that the Notary works with Taylor Wessing N.V., the firm that has advised the Seller in this transaction. With reference to the Code of Conduct (“Verordening beroeps- en gedragsregels”) established by the Royal Notarial Professional Organisation (“Koninklijke Notariële Beroepsorganisatie”), the Parties herewith explicitly agree and consent (i) that the Notary shall execute the Deed of Leasehold and (ii) that the Seller is assisted and represented by Taylor Wessing N.V. in relation to this Agreement and any agreements that may be concluded, or disputes that may arise, in connection therewith.


34.	FINAL CLAUSES


34.1.	The considerations are part of this Agreement.


34.2.	The annexes of this Agreement form an integral part of this Agreement and are indissolubly linked to one another. A reference to this Agreement therefore also automatically includes a reference to the related annexes. In case of contrarieties between the provisions in this Agreement and the provisions in the annexes, the provisions in this Agreement prevail.


34.3.	Any alterations or supplements to this Agreement shall only be valid if they are agreed upon between Parties and recorded in writing.


34.4.	The obligations arising from this Agreement for Parties vis-à-vis each other are indivisible, except insofar as the nature and purpose of this Agreement expressly indicates otherwise.

34.5.

If a provision of this Agreement turns out to be void or voidable, this shall not affect the validity of the other provisions of this Agreement in as far as the provision in question does not relate to the determination or payment of the Purchase Price. In that case that what resembles the most all that what Parties would have agreed upon in a legally permissible manner if they would have designated the non-binding provision as such in a timely fashion, shall be deemed to have been agreed upon between Parties.


34.6.	All notices, announcements, approvals, permissions and requests or claims which are effected or lodged under this Agreement will be effected in English by registered post with a copy of such letter by e-mail. In connection with the execution of the provisions in this Clause:


a.	the Buyer chooses as its address for service at (1045 BW) Amsterdam, Naritaweg 165 to the attention of Mr. Andy Smith, e-mail andy.smith@hines.com, with a required copy to: Simmons & Simmons at (1082 MC) Amsterdam, Claude Debussylaan 247, to the attention of Messrs. Rob Hendriks and Martijn Stuart, e-mail rob.hendriks@simmons-simmons.com and martijn.stuart@simmons-simmons.com; and


b.	the Seller chooses at its address for service at (5928 RH) Venlo, Venrayseweg 102, to the attention of the board (Mr. A.M.A. Franken), e-mail ari.franken@royalzon.com.


34.7.	Failure by a Party to take any action, which that Party is entitled to take by virtue of this Agreement, will not be interpreted as a renunciation of that right.


34.8.	Any payment from the Seller to the Buyer pursuant to this Agreement shall, for the amount paid and to the extent possible, constitute a reduction of the Purchase Price.

Signature pages follow

Agreed and signed by:



Fresh Park Venlo B.V.

________________________________ Name: ZON Holding B.V. Title: managing director (bestuurder) Name: M.F. van Ginkel Title: managing director (bestuurder)	________________________________ Name: ZON Holding B.V. Title: managing director (bestuurder) Name: Mr. A.M.A. Franken Title: financial director (bestuurder)

HGIT Venrayseweg 100 Venlo Coöperatief U.A.

________________________________ Name: Title:	________________________________ Name: Title:

For approval and agreement to Clause 17 (Security – Assignment and Set-off), Clause 18 (Non-Compete), Clause 23 (Transfer of Rights and Claims), Clause 24 (Additional Obligations Seller) and Clause 27 (Confidentiality and announcements) up to and including Clause 34 (Final Clauses):

ZON Holding B.V.

________________________________ Name: M.F. van Ginkel Title: managing director (bestuurder)	________________________________ Name: Mr. A.M.A. Franken Title: financial director (bestuurder)

For approval and agreement to Clause 12.5 (Leases – bank guarantee) and Clause 27 (Confidentiality and announcements) up to and including Clause 34 (Final Clauses):

Logistic Park Venlo III B.V.




________________________________ Name: Title:	________________________________ Name: Title:

EX-10.28 3 ex1028fpvfacilityagreement.htm EXHIBIT 10.28 FPV FACILITY AGREEMENT Exhibit

FACILITY AGREEMENT

October 3, 2018

EUR75,000,000

for

HGIT VENRAYSEWEG 100 VENLO COÖPERATIEF U.A.

arranged by

DEUTSCHE PFANDBRIEFBANK AG

with

DEUTSCHE PFANDBRIEFBANK AG

acting as Agent

and

DEUTSCHE PFANDBRIEFBANK AG

acting as Security Agent

relating to

FRESH PARK, VENLO, THE NETHERLANDS

CONTENTS

Clause Page


1.	Definitions and interpretation 1


2.	The Facility 27


3.	Purpose 28


4.	Conditions of Utilisation 28


5.	Utilisation 29


6.	Repayment 30


7.	Prepayment and cancellation 30


8.	Interest 35


9.	Interest Periods 37


10.	Changes to the calculation of interest 37


11.	Fees 39


12.	Tax gross up and indemnities 39


13.	Increased Costs 46


14.	Other indemnities 48


15.	Mitigation by the Lenders 49


16.	Costs and expenses 50


17.	Bank Accounts 51


18.	Guarantee and indemnity 57


19.	Representations 63


20.	Information undertakings 70


21.	Financial covenants 74


22.	General undertakings 75


23.	Property undertakings 82


24.	Events of Default 91


25.	Changes to the Lenders 95


26.	Restriction on Debt Purchase Transactions 100


27.	Changes to the Transaction Obligors 101


28.	Role of the Agent, the Security Agent, the Arranger and the Reference Banks 102


29.	Application of proceeds 117


30.	Conduct of business by the Finance Parties 118


31.	Sharing among the Finance Parties 118


32.	Payment mechanics 120


33.	Set-off 123


34.	Notices 123


35.	Calculations and certificates 125


36.	Partial invalidity 125


37.	Remedies and waivers 125


38.	Amendments and waivers 125


39.	Confidential Information 127


40.	Confidentiality of Funding Rates and Reference Bank Quotations 131


41.	Counterparts 132


42.	Governing law 133


43.	Enforcement 133

Schedule Page


1.	The Original Lender 134

2. Conditions precedent 137

3. Utilisation Request 141

4. Form of Transfer Certificate 143

5. Form of Compliance Certificate 146

6. Forms of Notifiable Debt Purchase Transaction notice 147

Part 1 Form of notice on entering into Notifiable Debt Purchase Transaction 147

Part 2 Form of notice on termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with Sponsor Affiliate 148

Signatories 149

THIS AGREEMENT is dated October 3, 2018 and made

BETWEEN:

(1)

HGIT VENRAYSEWEG 100 VENLO COÖPERATIEF U.A. a cooperative with exclusion of liability (coöperatie met uitsluiting van aansprakelijkheid), incorporated under the laws of The Netherlands, having its official seat (statutaire zetel) in Amsterdam, The Netherlands, its office address at Naritaweg 165, 1043 BW Amsterdam, The Netherlands, and registered in the Dutch Commercial Register under number 72645113 (the Borrower);

(2)

HGIT FRESH PARK VENLO HOLDINGS LLC, a limited liability company under the laws of the State of Delaware, United States of America, having its registered office and office address at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States of America and registered with the Secretary of State of Delaware, United States of America under number 7008723 (Member 1 and Guarantor);

(3)

HGIT FRESH PARK PARTNER LLC, a limited liability company under the laws of the State of Delaware, United States of America, having its registered office and office address at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States of America and registered with the Secretary of State of Delaware, United States of America under number 7008746 (Member 2 and Guarantor, and together with Member 1, the Guarantors)


(4)	DEUTSCHE PFANDBRIEFBANK AG as mandated lead arranger (the Arranger);


(5)	THE FINANCIAL INSTITUTION listed in Schedule 1 (The Original Lender) as lender (the Original Lender);


(6)	DEUTSCHE PFANDBRIEFBANK AG as agent of the other Finance Parties (the Agent); and


(7)	DEUTSCHE PFANDBRIEFBANK AG as security agent and trustee for the Secured Parties (the Security Agent).

IT IS AGREED as follows:


1.	DEFINITIONS AND INTERPRETATION


1.1	Definitions

In this Agreement:

1992 ISDA Master Agreement means the Master Agreement (Multicurrency – Cross Border) as published by the International Swaps and Derivatives Association, Inc.

2002 ISDA Master Agreement means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

A.M. Best means A.M. Best Company, Inc. or any successor to its rating business.

Account means the General Account, the Debt Service Account, the Deposit Account, the Cash Trap Account, the Tenant Deposit Account or the Rent Account.

Account Bank means:




	1


(a)	ING Bank N.V.; or


(b)	any other bank acceptable to the Agent with a Requisite Rating.

Acquisition Documents means:


(a)	the agreement regarding the release of a perpetual right of leasehold relating to the Property (pursuant to which the Property has been or will be acquired by the Borrower) dated on or about the date hereof, entered into between the Vendor as seller and the Borrower as purchaser (the APA Ground Lease); and


(b)	the notarial deed dated on or about the date hereof by virtue of which a ground lease will be released to the Borrower pursuant to the APA Ground Lease.

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

Agreement for Lease means an agreement to grant an Occupational Lease for all or part of the Property.

Allocated Development Amount means in respect of any Lender Approved Development, the Loan Outstandings multiplied by the Development Portion Percentage.

APA Business means the asset sale and purchase agreement dated on or about the date hereof, entered into between the Vendor as seller and Hines Fresh Park Venlo B.V. as purchaser.

Asset Manager means Hines Netherlands B.V. or any other asset manager appointed by the Borrower in respect of the Property in accordance with Clause 23.10 (Asset Managers).

Authorisation means an authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation or registration.

Availability Period means the period from and including the date of this Agreement to and including ten Business Days after the date of this Agreement.

Available Commitment means a Lender's Commitment minus:


(a)	the amount of its participation in the Loan; and


(b)	in relation to any proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date.

Available Facility means the aggregate for the time being of each Lender's Available Commitment.

Bank Levy means: (a) the German bank levy as set out in the German Bank Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz), Fed. Law Gazette 1 2010, p.1900, (b) the Dutch bank levy as set out in the Dutch Bank Levy Act (Wet bankenbelasting) as approved by the Dutch parliament on 12 July 2012, Stb. 2012, 325 (as amended) and (c) tax in any jurisdiction levied on a similar basis or for a similar purpose as any tax referred to in (a) to (b) above.

Break Costs means the amount (if any) by which:


(a)	the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last




	2

day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:


(b)	the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Amsterdam, Munich, Frankfurt am Main and Houston and any TARGET Day.

Business Plan means the five-year business plan for the Obligors (covering, in particular, taxes, capital expenditure (including timeline) and any planned disposal of the Property by the Borrower) supplied to the Agent as a condition precedent under this Agreement or any other business plan supplied in accordance with Clause 20.5 (Business Plan).

Cash Trap Account means the account designated as such under Clause 17.1 (Designation of Accounts) and includes any replacement of that account.

Cash Trap Event means, at any time:


(a)	the Loan to Value is equal to or greater than:


(i)	70% during the period from the Utilisation Date until and including the first Interest Payment Date after the third anniversary of the date of this Agreement;


(ii)	65% thereafter;


(b)	the Debt Yield is equal to or less than 7.5%; or


(c)	an Event of Default occurs and is continuing.

Cash Trap Prepayment Proceeds means any amount standing to the credit of the Cash Trap Account that is to be applied in accordance with paragraph (c) of Clause 17.7 (Cash Trap Account).

Code means, at any date, the US Internal Revenue Code of 1986 , and the regulations promulgated and the rulings issued thereunder, all as the same may be in effect at such date.

Commitment means:


(a)	in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Original Lender) and the amount of any other Commitment transferred to it under this Agreement; and


(b)	in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.




	3

Compensation Prepayment Proceeds means the proceeds of all compensation and/or damages for the compulsory purchase of, or any blight or disturbance affecting, the Property but excluding any Excluded Compensation Proceeds.

Compliance Certificate means a certificate substantially in the form set out in Schedule 5 (Form of Compliance Certificate) with any amendments the Agent and the Borrower may agree.

Confidential Information means all information relating to any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:


(a)	any member of the Group or any of its advisers; or


(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:


(i)	information that:


(A)	is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 39 (Confidential Information); or


(B)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and


(ii)	any Funding Rate or Reference Bank Quotation.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

Control means in relation to a certain entity, the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:


(a)	cast, or control the casting of, all of the votes that might be cast at a general meeting of that entity; and/or


(b)	appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; and/or


(c)	give directions with respect to the management, operation and financial policies which the directors or other equivalent officers of that entity are obliged to comply with.




	4

Debt Purchase Transaction means, in relation to a person, a transaction where such person:


(a)	purchases by way of assignment or transfer;


(b)	enters into any sub-participation in respect of; or


(c)	enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

Debt Service Account means the account designated as such under Clause 17.1 (Designation of Accounts) and includes any replacement of that account.

Debt Yield means, as at any date, the projected operating income as a percentage of the aggregate amounts outstanding under the Finance Documents at that date. For the purposes of this definition:


(a)	calculation period means a period of 12 months commencing on the last day of each calendar quarter falling immediately prior to the Test Date;


(b)	projected operating income means, as at any date, the Net Operating Income that will be received by the Borrower under the Lease Documents during the calculation period commencing on that date;


(c)	in calculating projected operating income:


(i)	rent will only be taken into account where an unconditional and binding Lease Document exists;


(ii)	a break clause under any Lease Document will be deemed to be exercised at the earliest date available to the relevant tenant unless there is, in the opinion of the Agent, evidence that the conditions for their exercise can no longer be fulfilled;


(iii)	if a tenant has the right to terminate any Lease Document during the lease term for any reasons (other than in accordance with paragraph (ii) above) and, in the reasonable opinion of the Agent, there are indications that the tenant contemplates a termination, such termination will be deemed to take place at the earliest date possible;


(iv)	Rental Income will be ignored:


(A)	if payable by a tenant that is an Obligor or affiliated or related to an Obligor; and


(B)	if not payable under an unconditional and binding Lease Document;


(v)	potential Rental Income increases as a result of rental uplifts will be ignored unless there are contractual indexations or fixed rental uplifts in any Lease Document;


(vi)	Rental Income payable by a tenant that is insolvent or is two or more months in arrears on any of its rental payments will be ignored;


(vii)	Rental Income will be reduced by the amount of any deduction or withholding for or on account of Tax from that Rental Income;




	5


(viii)	after expiry of any Lease Document, any part of the Property relating to such Lease Document will be deemed to be vacant, except if a new unconditional and binding Lease Document has been entered into in respect of that part of the Property;

(ix)

Rental Income payable under a Lease Document will be ignored where any of the events set out in Clause 24.6 (Insolvency), Clause 24.7 (Insolvency proceedings) or Clause 24.9 (Creditors' process) has occurred in respect of the tenant or a guarantor of that tenant's obligations, under that Lease Document, where a reference to a Transaction Obligor in Clause 24.6 (Insolvency), Clause 24.7 (Insolvency proceedings) or Clause 24.9 (Creditors' process) is deemed to be a reference to the relevant tenant or a guarantor of that tenant's obligations under the relevant Lease Document; and


(x)	following a rent roll review concluded by Savills Investments B.V. on instruction of Hines Global Income Trust Inc., 70% of parking and other income based on a 12-month trailing basis will be included.

Default means:


(a)	an Event of Default; or


(b)	any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

Delegate means any delegate, agent, attorney, co-agent or co-trustee appointed by the Security Agent.

Development Portion Percentage means the market value of the portion of the Property associated with the Lender Approved Development (determined in accordance with the most recent Valuation at that time), expressed as a percentage of the market value of the Property as a whole.

Deposit Account means the account designated as such under Clause 17.1 (Designation of Accounts) and includes any replacement of that account.

Disposal Proceeds means the gross disposal proceeds derived from the disposal of the Property or the shares or membership rights (as applicable) in the Borrower in accordance with paragraph (c) of Clause 22.4 (Disposals) less an amount determined by the Agent as the reasonable costs and expenses associated with that disposal.

Disruption Event means either or both of:


(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or


(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:


(i)	from performing its payment obligations under the Finance Documents; or




	6


(ii)	from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Dutch Civil Code means the Burgerlijk Wetboek of The Netherlands.

Dutch Security Documents means:


(a)	the Omnibus Pledge Agreement;


(b)	the Mortgage Deed;


(c)	the Membership Pledge Agreement; and


(d)	any other document designated as such by the Agent and the Borrower.

Duty of Care Agreement means a duty of care agreement entered into or to be entered into by:


(a)	a Managing Agent, the Borrower and the Security Agent; or


(b)	an Asset Manager, the Borrower and the Security Agent,

in each case in an agreed form.

Employee Plan means an employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

English Security Agreement means the first ranking English law assignment in respect of the rights under the Hedging Agreements and the relevant Insurances, dated on or about the date hereof, executed by the Borrower as assignor in favour of the Security Agent as assignee.

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part, all natural resources and the following media:


(a)	air (including, without limitation, air within natural or man-made structures, whether above or below ground);


(b)	water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and


(c)	land (including, without limitation, land under water).

Environmental Claim means any claim, action, proceeding, litigation, formal notice, arbitration or investigation by any person in respect of any Environmental Law.

Environmental Law means any applicable law or regulation which relates to:


(a)	the pollution or protection of the Environment;




	7


(b)	the conditions of the workplace;


(c)	the generation, handling, storage, disposal, use, management, release, spillage, migration, emissions or presence of any substance, material or chemical, which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste; or


(d)	noise, odour or vibration.

Environmental Permits means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Obligor conducted on or from the properties owned or used by any Obligor.

EURIBOR means, in relation to the Loan:


(a)	the applicable Screen Rate as at 11am for euro and for a period equal in length to the Interest Period of the Loan; or


(b)	as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

ERISA means, at any date, the United States Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.

ERISA Affiliate means any person that for purposes of Title I and Title IV of ERISA and Section 412 of the Code would be deemed at any relevant time to be a single employer with the Borrower, pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

Event of Default means any event or circumstance specified as such in Clause 24 (Events of Default).

Excluded Compensation Proceeds means any proceeds of compensation and/or any damages for any blight or disturbance affecting, the Property:


(a)	which are less than EUR100,000; or


(b)	which the Borrower notifies the Agent are, or are to be, applied in the reinstatement and/or repair of the Property, if those proceeds are so applied as soon as possible (but in any event within 14 days, or such longer period as the Majority Lenders may agree) after receipt.

Excluded Recovery Proceeds means any proceeds of a Recovery Claim:


(a)	which are less than EUR100,000; or


(b)	which the Borrower notifies the Agent are, or are to be, applied:


(i)	to satisfy (or reimburse an Obligor which has discharged) any liability, charge or claim upon an Obligor by a person which is not an Obligor or an Affiliate of an Obligor; or


(ii)	in the replacement, reinstatement and/or repair of assets of an Obligor which have been lost, destroyed or damaged,




	8

in each case as a result of the events or circumstances giving rise to that Recovery Claim, if those proceeds are so applied as soon as possible (but in any event within 14 days, or such longer period as the Majority Lenders may agree) after receipt.

Facility means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

FATCA means:


(a)	sections 1471 to 1474 of the Code or any associated regulations;


(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; and/or


(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:


(a)	in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;


(b)	in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or


(c)	in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

Fee Letter means any letter or letters between any of the Arranger, the Agent or the Security Agent and the Borrower setting out any of the fees referred to in Clause 11 (Fees).

Finance Document means this Agreement, any Security Document, any Subordination Agreement, any Duty of Care Agreement, any Fee Letter, any Subordination Accession Agreement, a Transfer Certificate, the Utilisation Request or any other document designated as such by the Agent and the Borrower.




	9

Finance Party means the Agent, the Security Agent, the Arranger or a Lender.

Financial Indebtedness means any indebtedness for or in respect of:


(a)	moneys borrowed;


(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;


(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;


(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;


(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);


(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;


(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);


(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;


(i)	the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where the advance or deferred payment:


(i)	is arranged primarily as a method of raising finance or of financing the acquisition of that asset or service or the construction of that asset or service; or


(ii)	is due to be made more than six Months before or after the date of acquisition or supply;


(j)	any other transaction of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing; and


(k)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

Fitch means Fitch Ratings Limited or any successor to its ratings business.

Funding Rate means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 10.4 (Cost of funds).

Funds Flow Statement means the funds flow statement setting out the funding and application of funds in relation to the financing of the acquisition of the Property by the Borrower and payment of




	10

fees, costs and expenses in connection with the same supplied to the Agent as a condition precedent under this Agreement.

GAAP means generally accepted accounting principles in the jurisdiction of incorporation of the relevant Obligor, including IFRS.

General Account means the account designated as such under Clause 17.1 (Designation of Accounts) and includes any replacement of that account.

Ground Lease means the perpetual right of ground lease with respect of the Property granted by Fresh Park Venlo B.V. under which the Borrower holds title to all of the Property.

Group means the Ultimate Owners and each of their Affiliates for the time being.

Hedge Counterparty means Deutsche Pfandbriefbank AG, ING Bank N.V. or any other bank or financial institution party to a Hedging Agreement acceptable to the Agent with a Requisite Rating.

Hedging Agreement means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrower for the purpose of hedging interest payable under this Agreement.

Hedging Prepayment Proceeds means any amount payable to the Borrower as a result of termination or closing out under a Hedging Agreement.

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary.

IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Initial Valuation means the Valuation of the Property dated no earlier than three months before the Utilisation Date and supplied to the Agent as a condition precedent under this Agreement on or before the date falling ten Business Days prior to the Utilisation Date.

Insurance Prepayment Proceeds means any proceeds of claims under:


(a)	any Insurances; and


(b)	the W&I Insurance,

in each case, required to be paid into the Deposit Account in accordance with paragraph (j) of Clause 23.11 (Insurances) or Clause paragraph (d) of Clause 23.12 (Acquisition Documents and W&I Insurance) (as applicable).

Insurances means any contract of insurance required under Clause 23.11 (Insurances).

Interest Payment Date means 15 February, 15 May, 15 August and 15 November in each year and the Termination Date, with the first Interest Payment Date being 15 November 2018. If, however, any such day is not a Business Day, the Interest Payment Date will instead be the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).




	11

Interest Period means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default interest).

Interpolated Screen Rate means, in relation to the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:


(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan; and


(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan,

each as of 11am.

ISDA Master Agreement means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement.

Land Registry means the land registry upheld by the Netherlands Cadastre, Land Registry and Mapping Agency (Dienst voor het kadaster en de openbare registers)

Lease Document means:


(a)	an Agreement for Lease;


(b)	an Occupational Lease; or


(c)	any other document designated as such by the Agent and the Borrower.

Lease Prepayment Proceeds means any premium or other amount paid to the Borrower in respect of any agreement to amend, supplement, extend, waive, surrender or release a Lease Document.

Legal Reservations means:


(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;


(b)	the time barring of claims under any applicable limitations laws and defences of set-off or counterclaim;


(c)	the limitation of the enforcement of the terms of leases of real property by laws of general application to those leases;


(d)	similar principles, rights and remedies under the laws of any Relevant Jurisdiction; and


(e)	any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions supplied to the Agent as a condition precedent under this Agreement on or before the Utilisation Date.

Lender means:


(a)	the Original Lender; and




	12


(b)	any other person which has become a Lender in accordance with Clause 25 (Changes to the Lenders ),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

Lender Approved Development means any development undertaken with the prior written consent of the Agent as contemplated in paragraph (b)(v) of Clause 23.5 (Development)

LMA means the Loan Market Association.

Loan means the loan made or to be made under the Facility or the principal amount outstanding for the time being of the Loan.

Loan Outstandings means, at any time, the Loan, less so much of the amount standing to the credit of the Cash Trap Account that has been deposited into the Cash Trap Account (i) as a result of a deposit in accordance with paragraph (a)(i) of Clause 21.3 (Cure Rights) or (ii) to ensure that the Cash Trap Event contemplated in paragraph (a) of the definition of Cash Trap Event is no longer continuing.

Loan to Cost means the amount of the Loan to be borrowed on the Utilisation Date, as a percentage of (i) the purchase price for the Property (net of any apportionments or other deductions) and (ii) all arm’s length and documented costs, fees and expenses (including transfer tax and registration duties) incurred in connection with the acquisition of the Property and approved in writing in advance by the Agent.

Loan to Value means, at any time:


(a)	no Lender Approved Development is being carried out, the Loan Outstandings expressed as a percentage of the market value of the Property as a whole (determined in accordance with the most recent Valuation at that time); or


(b)	a Lender Approved Development is being carried out:


(i)	the Loan Outstandings; less


(ii)	the Allocated Development Amount in respect of each such Lender Approved Development,

expressed as a percentage of:


(iii)	the market value of the Property as a whole; less


(iv)	the market value(s) of the portion(s) of the Property associated with each such Lender Approved Development,

in each case, determined in accordance with the most recent Valuation at that time.

Major Unit means a Unit with a gross lettable area equal to or in excess of 5,000 square meters as per the relevant Lease Document.

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66²/₃% of the Total Commitments or, if the Total Commitments have been reduced to zero, whose Commitments aggregated more than 66²/₃% of the Total Commitments immediately prior to the reduction.




	13

Managing Agent means Hines Fresh Park Venlo B.V. or any other managing agent appointed by the Borrower in respect of the Property in accordance with Clause 23.9 (Managing Agents).

Margin means 1.50% per annum.

Material Adverse Effect means a material adverse effect on:


(a)	the business, operations, property or condition (financial or otherwise) of an Obligor; or


(b)	the ability of a Transaction Obligor to perform its payment obligations, financial covenants and other material obligations under the Finance Documents; or


(c)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to any of, the Finance Documents; or


(d)	the rights or remedies of any Finance Party under any of the Finance Documents.

Membership Pledge Agreement means the first-ranking Dutch law pledge of all membership rights in the Borrower, related rights and intercompany receivables claims dated on or about the date hereof, executed by, amongst others, the Guarantors as pledgors, the Borrower and the Security Agent as pledgee.

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:


(a)	(subject to paragraph (b)) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;


(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and


(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

Moody's means Moody's Investors Services Limited or any successor to its ratings business.

Mortgage Deed means the first-ranking Dutch law deed of mortgage in respect of the Property dated on or about the date hereof, executed by, amongst others, the Borrower as mortgagor and the Security Agent as mortgagee.

Multiemployer Plan means a "multiemployer plan" (as defined in Section 3(37) of ERISA) that is subject to Title IV of ERISA contributed to for any employees of the Borrower or any ERISA Affiliate.

Net Operating Income means all Rental Income and other income of the Borrower less any Operating Expenses.

Net Rental Income means Rental Income other than Tenant Contributions.

New Lender has the meaning given to that term in Clause 25.1 (Assignments and transfers by the Lenders).




	14

Obligor means a Guarantor or the Borrower.

Occupational Lease means any occupational lease (recht van huur), (sub)ground lease ((onder)erfpacht) or other right of use (gebruik) or other right of occupation (bewoning) or right to receive rent to which the Property or any part of the Property is, or may at any time be, subject and includes any guarantee of a tenant's obligations under the same.

OFAC means the Office of Foreign Assets Control of the US Department of the Treasury.

Omnibus Pledge Agreement means the first-ranking Dutch law omnibus pledge agreement in respect of security over bank accounts, insurances, intercompany receivables, relevant agreements and other rights dated on or about the date hereof, executed by, amongst others, the Borrower as pledgor and the Security Agent as pledgee.

Operating Expenses means the expenses (as set out in the then current Business Plan) necessary for the operation and management of the Property (including any ground rent payable in respect of the Property, property taxes and VAT or similar taxes, where applicable), in particular public duties for the Property, insurance premia, routine maintenance, electricity, heating, water supply and waste water, cleaning and gardening, security and facility management, expenses for property management (on arms’ length terms and in line with market practice), expenses for asset management (capped at two percent of Net Rental Income), and costs for maintenance and repairs (however, excluding capital expenditure, corporate overheads and general taxation), in each case to the extent that any of those items are not fully funded by tenants under the Lease Documents.

Original Jurisdiction means, in relation to any Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

Perfection Requirements means the making or the procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Transaction Obligor or any relevant third party) and/or perfection of that Finance Document.

Permitted Payment means a payment or distribution by an Obligor to another Obligor, the Shareholder or a Subordinated Creditor out of moneys standing to the credit of the General Account in circumstances where no Default or Cash Trap Event is continuing and no Default or Cash Trap Event would result from the payment.

Pfandbrief Transaction means any transaction whereby the Facility, the Loan or any Security granted, or purported to be granted, under the Security Documents (in each case, whether full or in part) is used for the purposes of a Lender’s cover pool in connection with any issuance of Pfandbriefe under the German Pfandbrief Act (Pfandbriefgesetz) of 22 May 2005.

Property means the property located at Venrayseweg, Venlo, The Netherlands (locally known as “Fresh Park Venlo”) as further described in the Mortgage Deed and, where the context so requires, includes the buildings on the Property.




	15

Property Report means, in respect of the Property, any certificate of or report on title incorporating a report on the Lease Documents and ownership of the Property, in form and substance satisfactory to the Agent and supplied to the Agent as a condition precedent under this Agreement on or before the Utilisation Date.

Qualifying Lender has the meaning given to it in Clause 12 (Tax gross up and indemnities).

Quotation Day means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period unless market practice differs in the Relevant Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

Recovery Prepayment Proceeds means the proceeds of a claim (a Recovery Claim) against:


(a)	the Vendor of the Property or any of its Affiliates (or any employee, officer or adviser); or


(b)	the provider of the Property Report or the provider of any other due diligence report (in its capacity as provider of the same) in connection with the acquisition, development, financing or refinancing of the Property,

except for Excluded Recovery Proceeds, and after deducting:


(i)	any reasonable expenses incurred by an Obligor to a person who is not an Obligor or Affiliate of an Obligor;


(ii)	any Tax incurred and required to be paid by an Obligor (as reasonably determined by that Obligor on the basis of existing rates and taking into account any available credit, deduction or allowance),

in each case in relation to that Recovery Claim.

Reference Bank Quotation means any quotation supplied to the Agent by a Reference Bank.

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:


(a)	(other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or


(b)	if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the Screen Rate are asked to submit to the relevant administrator.

Reference Banks means the principal office in Frankfurt am Main and London, respectively, of Deutsche Bank AG, Commerzbank AG and Barclays Bank plc or such other entities as may be appointed by the Agent in consultation with the Borrower.




	16

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

Relevant Jurisdiction means, in relation to an Obligor:


(a)	its Original Jurisdiction;


(b)	any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;


(c)	any jurisdiction where it conducts its business; and


(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

Relevant Market means the European interbank market.

Rent Account means the account designated as such under Clause 17.1 (Designation of Accounts) and includes any replacement of that account.

Rental Income means the aggregate of all amounts paid or payable to or for the account of the Borrower in connection with the letting, licence or grant of other rights of use or occupation of any part of the Property, including each of the following amounts:


(a)	rent, licence fees and equivalent amounts paid or payable;


(b)	any sum received from any deposit held as security for performance of a tenant's obligations (including any Tenant Deposits);


(c)	a sum equal to any apportionment of rent allowed in favour of the Borrower;


(d)	any other moneys paid or payable in respect of occupation and/or usage of the Property and any fixture and fitting on the Property including any fixture or fitting on the Property for display or advertisement, on licence or otherwise;


(e)	any sum paid or payable under any policy of insurance in respect of loss of rent or interest on rent;


(f)	any sum paid or payable, or the value of any consideration given, for the grant, surrender, amendment, supplement, waiver, extension or release of any Lease Document;


(g)	any sum paid or payable in respect of a breach of covenant or dilapidations under any Lease Document;


(h)	any amount payable to the Borrower by way of reimbursement of expenses incurred or on account of expenses to be incurred in the management, maintenance or repair of, and the payment of insurance premiums for the Property;


(i)	any profits of a revenue nature awarded or agreed to be payable to the Borrower as a result of any proceedings taken or claims made;




	17


(j)	any sum paid or payable for a breach of any covenant under any Occupational Lease and for expenses incurred in relation to such a breach;


(k)	any sum paid by an occupational tenant to a sinking fund or to ground rent due under any Occupational Lease;


(l)	any sum paid or payable by or distribution received or receivable from any guarantor of any occupational tenant under any Lease Document;


(m)	any Tenant Contributions; and


(n)	any interest paid or payable on, and any damages, compensation or settlement paid or payable in respect of, any sum referred to above less any related fees and expenses incurred (which have not been reimbursed by another person) by the Borrower.

Repeating Representations means each of the representations and warranties set out in Clause 19.1 (Status) to 19.6 (Governing law and enforcement) (inclusive), Clause 19.10 (No Default) to Clause 19.16 (Title to Property) (inclusive) (other than paragraph (d) of Clause 19.11 (Information), paragraph (b) of Clause 19.12 (Financial statements) and paragraph (d) of Clause 19.15 (Valuation)), Clause 19.19 (Centre of main interests and establishments), Clause 19.20 (Ranking of Security), Clause 19.22 (Anti-corruption, anti-bribery and anti-money laundering law) to Clause 19.24 (Immunity) (inclusive) and Clause 19.26 (United States laws).

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Requisite Rating means long or short-term (as appropriate) unsecured debt instruments in issue which are neither subordinated nor guaranteed and which meet the following criteria:


(a)	in relation to an Account Bank (other than ING Bank N.V.), long-term instruments with a rating of two or more of the following: at least F1 (or better) by Fitch, P-1 (or better) by Moody's or A-1 (or better) by S&P;


(b)	in relation to a Hedge Counterparty (other than Deutsche Pfandbriefbank AG or ING Bank N.V.), long-term rating of two or more of the following: at least AA- (or better) by Fitch, Aa3 (or better) by Moody's or AA- (or better) by S&P; or


(c)	in relation to an insurance company or underwriter or bank or financial institution, a long‑term unsecured debt rating of two or more of the following: at least A- (or better) by Fitch, A3 (or better) by Moody's, A- (or better) by S&P or A-X (or better) by A.M. Best.

Restricted Party means a person that is:


(a)	listed on, or owned or controlled (directly or indirectly) by a person listed on, a Sanctions List, or a person acting on behalf of such a person;


(b)	located in, domiciled or organised under the laws of a Sanctions Jurisdiction or a person that is owned or controlled (directly or indirectly) by, or acting on behalf of such a person; or


(c)	otherwise a target of Sanctions.

RICS means the Royal Institution of Chartered Surveyors.




	18

S&P means Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc. or any successor and its ratings business.

Sanctions means any trade, economic or financial sanctions laws, regulations, orders, decrees, embargoes or restrictive measures administered, maintained enacted or enforced from time to time by a Sanctions Authority.

Sanctions Authority means:


(a)	the United Nations Security Council;


(b)	the US;


(c)	the United Kingdom;


(d)	the European Union;


(e)	any member state of the European Union;


(f)	any other country:


(i)	in which a Transaction Obligor is established or conducts its business;


(ii)	from which a Transaction Obligor receives payments; or


(iii)	to which a Transaction Obligor is bound in relation to the Finance Documents and the transactions contemplated thereby; and


(g)	the governments and official institutions, instrumentalities or agencies of any of paragraphs (a) to (f) above, including OFAC, the US Department of State, and Her Majesty's Treasury.

Sanctions Jurisdiction means a country or territory that is the subject of countrywide or territory-wide Sanctions, including, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.

Sanctions List means the Specially Designated Nationals and Blocked Persons List maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by Her Majesty's Treasury, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time.

Screen Rate means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period, displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

Secured Liabilities means all present and future obligations and liabilities and all other monies, now or hereinafter due, owing or incurred (in any currency or currencies, whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to




	19

the Finance Parties (or any of them) under or in connection with the Finance Documents (or any of them), in each case when the same become due for payment or discharge whether by acceleration or otherwise, and whether such monies, obligations or liabilities are express or implied. The Secured Liabilities shall extend from time to time to any (however fundamental) amendment, supplement, novation, variation, increase, extension (whether of maturity or otherwise), restatement, re-enactment, replacement, change in purpose of, or addition of or to any of the Finance Documents (including the designation of any document as a Finance Document) and/or any facility or amount made available under any of the Finance Documents.

Secured Party means a Finance Party, a Receiver or any Delegate.

Securitisation means any securitisation or similar transaction involving (directly, indirectly or by reference to) any part of the rights of any Lender under this Agreement, including a Pfandbrief Transaction (but excluding, for the avoidance of doubt, a true sale securitisation or synthetic securitisation).

Security or Security Interest means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Asset means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

Security Document means:


(a)	the Dutch Security Documents;


(b)	the English Security Agreement;


(c)	a Subordinated Creditor’s Security Agreement;


(d)	any other document evidencing or creating Security over any asset to secure any obligation of any Transaction Obligor to a Secured Party under the Finance Documents; or


(e)	any other document designated as such by the Agent and the Borrower.

Shareholder means Hines Global REIT II Properties L.P..

Sponsor Affiliate means each Ultimate Owner, each of their Affiliates, any trust of which an Ultimate Owner or any of its Affiliates is a trustee, any partnership of which an Ultimate Owner or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, an Ultimate Owner or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least six Months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by an Ultimate Owner or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies will not constitute a Sponsor Affiliate.

Subordinated Creditor means:


(a)	an Obligor;


(b)	any other person who becomes a Subordinated Creditor in accordance with this Agreement.




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Subordinated Creditor's Security Agreement means a Security over Subordinated Debt entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

Subordinated Debt, in relation to a Subordinated Creditor, has the meaning given to it in the Subordination Agreement entered into by that Subordinated Creditor.

Subordination Accession Agreement has the meaning given to the term Accession Agreement in a Subordination Agreement.

Subordination Agreement means a subordination agreement entered into or to be entered into by a Subordinated Creditor, an Obligor and the Security Agent in an agreed form.

Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

Tax Payment means either an increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

Tenant Contributions means any amount paid or payable to the Borrower by any tenant under a Lease Document or any other occupier of the Property, by way of:


(a)	contribution to:


(i)	ground rent;


(ii)	insurance premia;


(iii)	the cost of an insurance valuation;


(iv)	a service or other charge in respect of the Borrower’s costs in connection with any management, repair, maintenance or similar obligation or in providing services to a tenant of, or with respect to, the Property; or


(v)	a reserve or sinking fund; or


(b)	VAT.

Tenant Deposit means any deposit in respect of rent received by the Borrower under any Lease Document from the relevant tenant.




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Tenant Deposit Account means the account designated as such under Clause 17.1 (Designation of Accounts) and includes any replacement of that account.

Termination Date means the last Interest Payment Date prior to the date falling five years after the date of this Agreement or, if such day is not a Business Day, the preceding Business Day.

Test Date means:


(a)	the Utilisation Date;


(b)	an Interest Payment Date;


(c)	the date falling one Business Day prior to the date of any disposal of the Property or the shares or membership rights (as applicable) in the Borrower (a Disposal) in accordance with 22.4 (Disposals) (taking into account the effect of that Disposal); or


(d)	any date on which a Default is continuing (at the request of the Agent).

Total Commitments means the aggregate of the Commitments being EUR75,000,000 at the date of this Agreement.

Transaction Document means:


(a)	a Finance Document;


(b)	a Lease Document;


(c)	a Ground Lease or any other document creating a right in rem for the benefit of the Borrower;


(d)	the Acquisition Documents;


(e)	the W&I Insurance;


(f)	a document appointing a Managing Agent;


(g)	a document appointing an Asset Manager;


(h)	any arrangement documenting any Subordinated Debt; or


(i)	any other document designated as such by the Agent and the Borrower.

Transaction Obligor means:


(a)	an Obligor;


(b)	a Subordinated Creditor.

Transaction Security means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate), with any amendments the Agent may approve or reasonably require, or any other form agreed between the relevant transferor, the relevant transferee and the Agent.




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Transfer Date means, in relation to an assignment or a transfer, the later of:


(a)	the proposed Transfer Date specified in the relevant Transfer Certificate; and


(b)	the date on which the Agent executes the relevant Transfer Certificate.

Ultimate Owners means:


(a)	Hines Global Income Trust Inc.; and


(b)	Hines Global REIT II Associates Limited Partnership.

Unit means an individual commercial, retail, office or other unit (including any kiosk or similar unit) constructed or located on or in the Property.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

US means the United States of America.

US Debtor means an Obligor that is incorporated or organized under the laws of the United States of America or any State of the United States of America (including the District of Columbia) (a State) or that has a place of business or property in the United States of America.

US Tax Obligor means:


(a)	an Obligor which is resident for tax purposes in the US; or


(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

Utilisation means a utilisation of the Facility.

Utilisation Date means the date of a Utilisation, being the date on which the Loan is to be made.

Utilisation Request means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

Valuation means an independent valuation of the Property by the Valuer, without special assumptions (on an asset by asset basis and without consideration of portfolio effect on valuation), chosen by, instructed by and supplied at the request of the Agent, addressed to the Finance Parties and prepared on the basis of the market value as that term is defined in the then current Statements of Asset Valuation Practice and Evidence Notes issued by the RICS and to include mortgage lending values (Beleihungswert) and a confirmation from the Valuer of the measurements of the Property.

Valuer means CBRE Valuation & Advisory Services B.V. or any other surveyor or valuer appointed by the Agent.

VAT means:


(a)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and




	23


(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

Vendor means Fresh Park Venlo B.V. as vendor under the Acquisition Documents.

W&I Insurance means the Dutch law governed warranty and indemnity insurance policy taken out in relation to the Acquisition Documents and the acquisition of the Property by the Borrower on or about the date hereof (or any replacement thereof).


1.2	Construction


(a)	Unless a contrary indication appears, a reference in this Agreement to:

(i)

the Agent, the Security Agent the Arranger, any Finance Party, any Secured Party any Hedge Counterparty, any Lender, any Obligor, any Transaction Obligor, any Party or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;


(ii)	a document in agreed form is a document which is previously agreed in writing by or on behalf of the Borrower and the Agent or, if not so agreed, is in the form specified by the Agent;


(iii)	an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly;


(iv)	assets includes present and future properties, revenues and rights of every description;


(v)	an authorisation includes an authorisation, consent, approval, resolution, permit, licence, exemption, filing, registration or notarisation;


(vi)	disposal includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;


(vii)	a Finance Document or Transaction Document or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated , re-enacted or replaced;

(viii)

guarantee means (other than in Clause 18 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;


(ix)	indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;




	24


(x)	a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality);


(xi)	a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;


(xii)	share or share capital includes, as the context so requires, a share, stock, limited or other partnership interest, membership rights, unit, warrant, and any other interest in, or related to, the equity of a person (other than a natural person) and shareholder shall be construed accordingly;


(xiii)	a currency is a reference to the lawful currency for the time being of the relevant country;


(xiv)	a provision of law is a reference to that provision as amended or re-enacted; and


(xv)	a time of day is a reference to Amsterdam time.


(b)	The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.


(c)	Section, Clause and Schedule headings are for ease of reference only.


(d)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.


(e)	A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived in writing.


(f)	a Cash Trap Event is continuing if it has not been remedied or waived as confirmed by the Agent in writing.


(g)	Any provision requiring a Finance Party to act reasonably or consult with respect to a Transaction Obligor when making a determination or a decision under the Finance Documents will only require such Finance Party to act reasonably or consult if an Event of Default is not continuing at the relevant time.


(h)	In any provision of this Agreement where any Finance Party is required to "consult" with the Borrower before making any decision, such Finance Party's obligation to consult will be treated as being discharged if it follows the following procedure:


(i)	the consultation period will start upon the relevant Finance Party's notice (giving reasonable details of the relevant matter) in writing to the Borrower and will last for the period required by the relevant provision and if no period is specified the Consultation Period shall be two Business Days (the Consultation Period);


(ii)	during the Consultation Period the Borrower may submit comments and/or suggestions in writing to the relevant Finance Party relating to the relevant decision for consideration by that Finance Party;




	25


(iii)	to the extent that the Borrower submits any comments and/or suggestions, the Borrower and the Finance Parties will discuss such comments and/or suggestions in good faith for the remainder of the Consultation Period; and


(iv)	the relevant Finance Party will not make the relevant decision prior to the expiry of the Consultation Period and in taking the decision will take account of any comments or suggestions submitted to it by the Borrower during the Consultation Period but shall not be bound by them,

provided that the relevant Finance Party's decision shall be final and binding on the Borrower, and the relevant Finance Party shall, unless otherwise stated in the Finance Documents, have no liability to the Borrower for the relevant decision or for any matter arising from that decision if the relevant Finance Party has complied with its obligations under paragraphs (i), (iii) and (iv) above and consultation, consults and consulted shall be construed accordingly.


1.3	Dutch terms

In this Agreement, where it relates to a Dutch person or the context so requires, a reference to:


(a)	The Netherlands means the European part of the Kingdom of the Netherlands and Dutch means in or of The Netherlands;


(b)	works council means each works council (ondernemingsraad) or central or group works council (centrale of groeps ondernemingsraad) having jurisdiction over that person;


(c)	a necessary action to authorise includes any action required to comply with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden), followed by an unconditional positive advice (advies) from the works council of that person;


(d)	constitutional documents means the articles of association (statuten), deed of incorporation (akte van oprichting), any membership agreements and an up-to-date extract of registration of the Trade Register of the Dutch Chamber of Commerce;


(e)	a security interest or security includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame) and any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid);


(f)	a winding-up, administration or dissolution includes declared bankrupt (failliet verklaard) or dissolved (ontbonden);


(g)	a moratorium includes surseance van betaling and a moratorium is declared includes surseance verleend;


(h)	any procedure or step taken in connection with insolvency proceedings includes that person having filed a notice under Section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990);


(i)	a liquidator includes a curator or a beoogd curator;


(j)	an administrator includes a bewindvoerder or a beoogd bewindvoerder; and


(k)	an attachment includes a beslag;




	26


(l)	negligence means schuld;


(m)	gross negligence means grove schuld; and


(n)	wilful misconduct means opzet.


1.4	Dutch real estate terms

In this Agreement, where it relates to a Dutch person, the Property or the context so requires, a reference to:


(a)	exercising rights affecting the Property includes not leaving the Property uninhabited in terms of the Housing Allocation Act (Huisvestingswet) and the regulations made under said Act;


(b)	ground lease includes any right of ground lease (erfpacht) or subleasehold (ondererfpacht) in connection with any real property within the meaning of article 5:85 of the Dutch Civil Code or article 5:93 of the Dutch Civil Code respectively according to which the lessor or the sublessor may hold and use the property;


(c)	ground rent includes retributie;


(d)	lease includes huur within the meaning of article 7:201 of the Dutch Civil Code;


(e)	letting includes verhuren;


(f)	real property means the land including any buildings and works erected thereon as well as any right in rem giving a right to use that land and/or any building and/or works erected thereon (onroerend goed);


(g)	a retail unit includes a unit for which the Dutch retail lease regime (huur bedrijfsruimte) within the meaning of article 7:290 of the Dutch Civil Code applies and an office unit for which neither the Dutch residential lease regime nor the Dutch retail lease regime applies;


(h)	a right in rem means zakelijk recht including, without limitation, ground lease, apartment right, building right and servitude; and


(i)	a servitude includes erfdienstbaarheid within the meaning of article 5:70 of the Dutch Civil Code.


1.5	Currency symbols and definitions

€, EUR and euro denote the single currency of the Participating Member States.


1.6	Third party rights


(a)	Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right to enforce or to enjoy the benefit of any term of that Finance Document.


(b)	Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.




	27


(c)	Any Receiver, Delegate or any person described in paragraph (b) of Clause 28.11 (Exclusion of liability) may rely on any Clause of this Agreement which expressly confers rights on it.


2.	THE FACILITY


2.1	The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a euro term loan facility in an aggregate amount equal to the Total Commitments.


2.2	Finance Parties' rights and obligations


(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.


(c)	A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.


3.	PURPOSE


3.1	Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards:


(a)	financing the cost of acquisition of the Property (and for the avoidance of doubt, not any management company connected to the Property); and


(b)	payment of any fees, costs and expenses, stamp registration and other Taxes (other than VAT) incurred by the Borrower in connection with the acquisition of the Property and approved by the Agent,

in accordance with the Funds Flow Agreement.


3.2	Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.


3.3	Compliance with money laundering provisions




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Each Obligor confirms, on the date of this Agreement and on each day that any amount under this Agreement remains outstanding, to each Finance Party that:


(a)	the Loan has been or will be utilised for its own direct benefit;


(b)	it is acting in its own name and not as lender or a trustee, agent or otherwise on behalf of any third party; and


(c)	the transactions contemplated by the Transaction Documents do not infringe any applicable law, regulation or any other provision or procedure of an administrative or governmental nature aimed at preventing money laundering (as defined under article 1 of Directive 2001/97/EC of the European Parliament).


4.	CONDITIONS OF UTILISATION


4.1	Initial conditions precedent


(a)	The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to the Utilisation if on or before the Utilisation Date, the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.


(b)	Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.


(c)	The Agent may refuse to accept the Utilisation Request if the Agent believes that the notification described in paragraph (a) above will not be capable of being given on or before the Utilisation Date.


(d)	If on the proposed Utilisation Date the Agent has not issued the notification described in paragraph (a) above then:


(i)	at the discretion of the Agent, the Loan may still be made; and


(ii)	the proceeds of the Loan will be paid into the client account of the solicitors to, or an account at, the Agent to be held to the order of the Agent until it gives the notification described in paragraph (a) above.


4.2	Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if:


(a)	on the date of the Utilisation Request and on the proposed Utilisation Date:


(i)	no Default is continuing or would result from the proposed Loan; and


(ii)	the Repeating Representations to be made by each Obligor are true in all respects; and


(b)	immediately following the making of the Loan:


(i)	the Debt Yield will be at least 8.60%;




	29


(ii)	the Loan to Cost will not exceed 60%; and


(iii)	the Loan to Value will not exceed 60% (by reference to the Initial Valuation).


4.3	Maximum number of Loan

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation two or more Loans would be outstanding.


5.	UTILISATION


5.1	Delivery of the Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 11am three Business Days before the Utilisation Date.


5.2	Completion of the Utilisation Request


(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:


(i)	it specifies the purpose of the Loan;


(ii)	the proposed Utilisation Date is a Business Day within the Availability Period; and


(iii)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount).


(b)	Only one Loan may be requested in the Utilisation Request.


5.3	Currency and amount


(a)	The currency specified in the Utilisation Request must be euros.


(b)	The amount of the proposed Loan must be an amount which is not more than the Available Facility.


5.4	Lenders' participation


(a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.


(b)	The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.


(c)	No Lender is obliged to participate in the Loan if, as a result:


(i)	its share in the Loan under the Facility would exceed its Commitment for the Facility; or


(ii)	the Loan would exceed the Total Commitments.


(d)	The Agent must promptly notify each Lender of the details of the requested Loan and the amount of its participation in the Loan.


5.5	Cancellation of Commitment




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The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.


6.	REPAYMENT


6.1	Repayment of the Loan

The Borrower shall repay the Loan in full on the Termination Date together with all other amounts outstanding under the Finance Documents.


6.2	Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.


7.	PREPAYMENT AND CANCELLATION


7.1	Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by any Finance Document or to fund or maintain its participation in the Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:


(a)	that Lender shall promptly notify the Agent upon becoming aware of that event;


(b)	upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c)

the Borrower shall repay that Lender's participation in the Loan made to the Borrower on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participation repaid.


7.2	Change of control


(a)	Upon the occurrence of a Change of Control (as defined below):


(i)	the Obligors shall promptly notify the Agent upon becoming aware of that event and the Agent shall subsequently promptly notify the Lenders of that event; and

(ii)

if a Lender so requires and notifies the Agent within 10 Business Days of the Agent notifying that Lender in accordance with paragraph (a)(i) above , the Agent shall, by not less than 5 Business Days’ notice to the Borrower, cancel the Total Commitments and declare all outstanding Loans (together with accrued interest, and all other amounts accrued under the Finance Documents (including the amounts referred to in paragraph (b) of Clause 7.9 (Restrictions)) immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.


(b)	For the purpose of paragraph (a) above Change of Control means the Guarantors (jointly) or the Shareholder (as applicable) ceases or cease to:




	31


(i)	be the legal and beneficial owner of 100% of the issued share capital or membership rights (as applicable) of the Guarantors or Borrower (as applicable); or


(ii)	Control the Guarantors or Borrower (as applicable).

unless, in each case, this is approved in writing in advance by the Agent (acting on instruction of all the Lenders).


(c)	The Borrower must promptly:


(i)	notify the Agent of any proposed change to the ownership structure of an Obligor or in the Control of an Obligor whether or not it falls within the threshold in paragraph (b) above; and


(ii)	on request of any Finance Party supply any documentation or other evidence requested pursuant to Clause 20.9 (Know your customer checks) in connection with the proposed change to the ownership structure of the Guarantors or the Borrower or to the Control of the Guarantors or the Borrower before such change occurs.


7.3	Regulatory Change of Control


(a)	For the purposes of this Clause:

CRR means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No.648/2012.

a Regulatory Event means that:


(a)	a person, (the New Controller), directly or indirectly, obtains Control of an Ultimate Owner; or


(b)	Hines Global Income Trust Inc. ceases to be the legal and beneficial owner (directly or indirectly) of more than 50% of the ownership interests in an Obligor (together with paragraph (i) above) each being a Regulatory Change of Control); and


(c)	on the date of such Regulatory Change of Control and solely as a consequence of that Regulatory Change of Control:


(A)	an Obligor and the New Controller are deemed to be one single borrower (Kreditnehmer) under section 19 paragraph 2 of the German Banking Act (Kreditwesengesetz, KWG) and/or section 39 Article 4 CRR; and


(B)	a Lender (an Affected German Lender) that is required to comply with sections 13 KWG and/or Article 392 and/or 395 CRR exceeds any of the thresholds (other than any thresholds which, if exceeded, would trigger only notification requirements) defined in any of those sections (the Applicable Thresholds) and applicable to it solely as a consequence of:


I.	its participation in the Loan and/or any transaction under any Hedging Agreement; and




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II.	any credits (“Kredite” as defined in section 19 paragraph 1 KWG) to the New Controller or to any entity affiliated to the New Controller,

being considered to be granted to the same borrower (Kreditnehmer) or to a group of connected clients (Gruppe verbundener Kunden) under section 19 paragraph 2 KWG and/or section 39 Article 4 CRR.


(b)	The Borrower shall notify the Agent promptly if it becomes aware of the occurrence of a Regulatory Change of Control and the Agent shall promptly notify the Lenders of the same.


(c)	If a Regulatory Event occurs:


(i)	each Affected German Lender shall notify the Agent and the Borrower in writing of the amount by which its combined exposure exceeds the Applicable Thresholds under sections 13 KWG and/or Article 392 and/or 395 CRR as the case may be; and

(ii)

the Borrower shall within 30 days (or, if shorter, expiry of the period within which the Affected German Lender is required by law or regulation to return to compliance with the matters referred to in paragraph (c)(B) of the definition of “Regulatory Event”) of the date of such notice referred to in paragraph (i) above procure prepayment to the Affected German Lender of its entire participation in the Loan and related Hedging Agreements and all other outstandings owed to it under the Finance Documents and cancellation of the Commitments of that Affected German Lender in accordance with Clause 7.8 (Right of repayment and cancellation in relation to a single Lender).


(d)	If a Regulatory Event occurs and prior to the Borrower complying with the provisions of paragraph (c)(ii) above, such Regulatory Event ceases to be continuing, the Affected German Lender shall promptly notify the Agent and the Borrower, and the Borrower shall not be required to comply with the provisions of paragraph (c)(ii) above.

(e)

If a Regulatory Change of Control occurs which results in a Lender being obliged by applicable law or regulation to comply with “know your customer” or similar identification procedures, each Obligor shall, within ten Business Days of request by the Agent, provide all documentation and other evidence in relation to the New Controller to enable such Lender to carry out, and be satisfied with, all necessary “know your customer” or similar identification procedures under applicable laws and regulations.


(f)	If, on the basis of the information referred to in paragraph (e) above, the applicable “know your customer” or similar identification procedures in relation to the New Controller have not been satisfied, the relevant Lender (an Affected KYC Lender) shall notify the Agent and the Borrower in writing of such non-satisfaction (an Affected KYC Lender Notice).


(g)	On the date of an Affected KYC Lender Notice:


(i)	the Commitments of that Affected KYC Lender will be immediately cancelled; and


(ii)	the Agent must, subject to paragraph (iii) below, declare any outstanding Loan due to that Affected KYC Lender, together with accrued interest and all other amounts accrued under the Finance Documents, to be due and payable within 15 days of the Affected KYC Lender Notice in which case the Borrower shall pay or prepay (as applicable) such amounts; or


(iii)	provided that not all the Lenders are Affected KYC Lenders, the Borrower may, following receipt of written consent from all of the Lenders (other than the Affected KYC Lender), such




	33

consent not to be unreasonably withheld or delayed, by written notice require the Affected KYC Lender to transfer all of its rights and obligations under the Finance Documents, subject to and in accordance with Clause 7.8 (Right of repayment and cancellation in relation to a single Lender), to a new Lender by the date falling no later than 15 days after the date of the Affected KYC Lender Notice.


(h)	On receipt of a notice under paragraph (g)(iii) above, the Affected KYC Lender must transfer all of its rights and obligations under the Finance Documents in accordance with the procedure for the accession of a new Lender to the Finance Documents set out in this Agreement.


7.4	Mandatory prepayment

The Borrower must apply the following amounts in prepayment of the Loan, and payment of prepayment fees and other amounts referred to in paragraph (b) of Clause 7.9 (Restrictions) at the time and in the order of application contemplated by Clause 7.5 (Application of mandatory prepayments):


(a)	the amount of Disposal Proceeds;


(b)	the amount of Hedging Prepayment Proceeds;


(c)	the amount of Lease Prepayment Proceeds;


(d)	the amount of Insurance Prepayment Proceeds;


(e)	the amount of Compensation Prepayment Proceeds;


(f)	the amount of Recovery Prepayment Proceeds; and


(g)	the amount of Cash Trap Prepayment Proceeds.


7.5	Application of mandatory prepayments


(a)	An amount referred to in paragraphs (a) to (f) of Clause 7.4 (Mandatory prepayment) shall be applied on the date provided for in accordance with paragraph (c) of Clause 17.6 (Deposit Account) as follows:


(i)	in or towards prepayment of the Loan; and


(ii)	in or towards payment of prepayment fees and any other amount that is or will become due and payable in accordance with paragraph (b) of Clause 7.9 (Restrictions) as a result of those prepayments.


(b)	An amount referred to in paragraph (g) of Clause 7.4 (Mandatory prepayment) shall be applied on the date provided for in accordance with paragraph (b) of Clause 17.7 (Cash Trap Account).


7.6	Voluntary cancellation

The Borrower may, if it gives the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of EUR1,000,000) of the Available Facility. Any cancellation under this Clause 7.6 shall reduce the Commitments of the Lenders rateably.


7.7	Voluntary prepayment of the Loan




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(a)	The Borrower may, if it gives the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of EUR1,000,000).


(b)	The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).


7.8	Right of repayment and cancellation in relation to a single Lender


(a)	If:


(i)	any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or


(ii)	any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.2 (Increased Costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan.


(b)	On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.


(c)	On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan.


7.9	Restrictions


(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and subject to any Break Costs, (including if any arrangement is terminated prior to its maturity and provided that a Lender has (by reason of negative interest rates) to pay to place the relevant monies on deposit for the remainder of the original deposit period (and that Lender does place the amount on deposit), the amount of interest paid by that Lender in respect of that period) and any prepayment and cancellation fees payable under this Agreement, without premium or penalty.


(c)	The Borrower may not reborrow any part of the Facility which is prepaid.


(d)	The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.


(e)	No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.


(f)	If the Agent receives a notice under this Clause 7, it shall promptly forward a copy of that notice to either the Borrower or the affected Lenders, as appropriate.




	35


(g)	If all or part of any Lender's participation in the Loan is repaid or prepaid, an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.


(h)	Any prepayment of the Loan (other than a prepayment to a single Lender pursuant to Clause 7.1 (Illegality), Clause 7.2 (Change of control) or Clause 7.8 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender's participation in the Loan.


8.	INTEREST


8.1	Calculation of interest

The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:


(a)	Margin; and


(b)	EURIBOR.


8.2	Payment of interest

The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.


8.3	Hedging


(a)	Subject to Clause 22.22(a)(ii) (Conditions Subsequent), on or before the Utilisation Date, the Borrower shall enter into and shall thereafter maintain Hedging Agreements in accordance with this Clause 8.3.


(b)	(%3) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall be at least 70% of the aggregate amount of the Loan.


(i)	Each Hedging Agreement shall:


(A)	be with a Hedge Counterparty;


(B)	be for a term ending on the Termination Date;


(C)	have settlement dates coinciding with the Interest Payment Dates;


(D)	be in the form of an interest rate cap with a strike rate not exceeding 2.5% (two point five percent) per annum;


(E)	provide for full upfront payment of the premium; and


(F)	be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Agent.


(ii)	The rights of the Borrower under the Hedging Agreements shall be charged or assigned by way of security under a Security Document.


(d)	(%3) The Borrower must comply with the terms of each Hedging Agreement.




	36


(i)	The Borrower may not, and the Borrower shall procure that no Hedge Counterparty does, amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Agent.


(ii)	Paragraph (ii) above shall not apply to an amendment, supplement, extension or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement.


(f)	The Borrower may not, and the Borrower shall procure that no Hedge Counterparty does, terminate any Hedging Agreement (in whole or in part) except:


(i)	if an Illegality (as that term is defined in the applicable ISDA Master Agreement) has occurred;


(ii)	if all the Loan and other amounts outstanding under the Finance Documents (other than the Hedging Agreements) have been unconditionally and irrevocably paid and discharged in full; or


(iii)	with the prior written consent of the Agent.


(g)	If the Borrower or a Hedge Counterparty terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with paragraphs (d)(i) or (d)(ii) above, the Borrower shall promptly notify the Agent of that termination or close out.


(h)	(%3) The Borrower must procure that any hedge counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by the Borrower pursuant to the relevant Security Documents of its rights under the Hedging Agreements to which it is party in favour of the Security Agent.


(i)	Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.


(ii)	The Security Agent shall not be liable for the performance of any of the Borrower's obligations under a Hedging Agreement.


8.4	Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date or if an Event of Default is continuing, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is two percent per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).


(b)	Any interest accruing under this Clause 8.4 shall be immediately payable by the Obligor on demand by the Agent.


(c)	If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period:


(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period; and




	37


(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be two percent per annum higher than the rate which would have applied if the overdue amount had not become due.


(d)	Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.


8.5	Notification of rates of interest


(a)	The Agent shall promptly notify the relevant Lenders and the Borrower of the determination of a rate of interest under this Agreement.


(b)	The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan.


9.	INTEREST PERIODS


9.1	Length of Interest Periods

Each Interest Period for the Loan shall start on its Utilisation Date or (if already made) on the last day of its preceding Interest Period and end on the next Interest Payment Date.


9.2	Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).


10.	CHANGES TO THE CALCULATION OF INTEREST


10.1	Unavailability of Screen Rate


(a)	Interpolated Screen Rate

If no Screen Rate is available for EURIBOR for the Interest Period of the Loan, the applicable EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan.


(b)	Reference Bank Rate

If no Screen Rate is available for EURIBOR for:


(i)	euro; or


(ii)	the Interest Period of the Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable EURIBOR shall be the Reference Bank Rate for a period equal in length to the Interest Period of the Loan.


(c)	Cost of funds

If paragraph (b) applies but no Reference Bank Rate is available for euro or the relevant Interest Period there shall be no EURIBOR for the Loan and Clause 10.4 (Cost of funds) shall apply to the Loan for that Interest Period.




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10.2	Calculation of Reference Bank Rate


(a)	Subject to paragraph (b) below, if EURIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by noon on the Quotation Day, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.


(b)	If at or about noon on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.


10.3	Market disruption

If before close of business in Munich on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed 30% of the Loan) that the cost to it of funding its participation in the Loan from whatever source it may reasonably select would be in excess of EURIBOR then Clause 10.4 (Cost of funds) shall apply to the Loan for the relevant Interest Period.


10.4	Cost of funds


(a)	If this Clause 10.4 applies, the rate of interest on each Lender's share of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:


(i)	the Margin; and


(ii)	the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan from whatever source it may reasonably select.


(b)	If this Clause 10.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.


(c)	Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.


10.5	Break Costs


(a)	The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.


(b)	Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a confirmation of the amount of its Break Costs for any Interest Period in which they accrue.


11.	FEES


11.1	Arrangement fee

The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.




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11.2	Prepayment and cancellation fee


(a)	Subject to paragraph (c) below, the Borrower must pay to the Agent for each Lender a prepayment and cancellation fee on the date of prepayment of all or any part of the Loan and on the date of cancellation of any part of the Total Commitments.


(b)	The amount of the prepayment and cancellation fee is:


(i)	if the prepayment or cancellation occurs on or before the first anniversary of the Utilisation Date, one percent of the amount prepaid or cancelled;


(ii)	if the prepayment or cancellation occurs after the first but on or before the second anniversary of the Utilisation Date, 0.75 percent of the amount prepaid or cancelled;


(iii)	if the prepayment or cancellation occurs after the second but on or before the third anniversary of the Utilisation Date, 0.5 percent of the amount prepaid or cancelled; and


(iv)	if the prepayment or cancellation occurs after the third anniversary of the Utilisation Date, no prepayment or cancellation fee shall be payable.


(c)	No prepayment or cancellation fee shall be payable under this Clause 11.2 if the prepayment or cancellation is made under:


(i)	Clause 7.1 (Illegality);


(ii)	paragraph (c) of Clause 7.4 (Mandatory prepayment), but only to extent such Lease Prepayment Proceeds constitute commercial lease surrender prepayments;


(iii)	paragraph (d), (e), (f) or (g) of Clause 7.4 (Mandatory prepayment);


(iv)	Clause 7.8 (Right of repayment and cancellation in relation to a single Lender); or


(v)	Clause 21.3 (Cure Rights).


12.	TAX GROSS UP AND INDEMNITIES


12.1	Definitions


(a)	In this Agreement:

Protected Party means a Finance Party which incurs or will incur any liability, or is or will be required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Qualifying Lender means a Lender which is:


(i)	a Lender tax resident in the jurisdiction of an Obligor, which is not an individual;


(ii)	a Lender lending through a Facility Office in the jurisdiction of an Obligor;


(iii)	a Treaty Lender; or




	40


(iv)	otherwise beneficially entitled to receive a payment under this Agreement without any Tax Deduction.

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Treaty Lender means a Lender which:


(i)	is treated as a resident of a Treaty State for the purposes of the Treaty;


(ii)	does not carry on a business in the jurisdiction of incorporation of the Obligors through a permanent establishment with which that Lender's participation in the Loan is effectively connected; and


(iii)	fulfils any condition which must be fulfilled under the Treaty for residents of that Treaty State to obtain full exemption from taxation in the jurisdiction of incorporation of the Obligors on interest payable to that Lender in respect of an advance under a Finance Document, except for this purpose it is assumed that they have fulfilled:


(A)	any condition contained in the Treaty which relates (expressly or by implication) to the amount or terms of the Loan or to there being or not being a special relationship between any Obligor and a Finance Party or between both of them and another person by reason of which the amount of interest paid exceeds the amount which would have been paid in the absence of such relationship; and


(B)	any necessary procedural formalities.

Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with the jurisdiction of incorporation of the Obligors which makes provision for full exemption from Tax imposed by the jurisdiction of incorporation of the Obligors on interest.


(b)	Unless a contrary indication appears, in this Clause 12 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.


12.2	Tax gross-up


(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.


(c)	If a Tax Deduction is required by law to be made by an Obligor (except as provided for in paragraph (g) below), the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.


(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.




	41

(e)

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.


(f)	A Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.


(g)	Notwithstanding any provision of any Finance Document to the contrary, no Obligor shall be required to pay any additional amount under paragraph (c) above with respect to:

(i)

the deduction or withholding of any income Tax imposed by the United States (or any political subdivision thereof) on any payment made by such Obligor under a Finance Document if the Finance Party is unable to supply any form described under paragraph (d) of Clause 12.5 (Lender status confirmation) below establishing that such Finance Party is exempt from U.S. withholding Tax other than as a result of any change after the date the Finance Party became a Party to this Agreement in (or in the interpretation, administration or application of) any law or regulation or any published practice or concession of any relevant taxing authority; or

(ii)

a payment that could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on the date the payment felt due that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date the Finance Party became a Party to this Agreement in (or in the interpretation, administration or application of) any law or regulation or any published practice or concession of any relevant taxing authority; or


(iii)	the relevant Lender is a Qualifying Lender and the Obligor is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (f) above); or

(iv)

a payment that could have been made to the relevant Lender without a Tax Deduction if the Lender had not been (A) a beneficiary (opbrengstgerechtigde); and (B) tax resident in a low tax jurisdiction (laagbelastende jurisdictie); in each case as to be defined in the Withholding Tax Act 2020 (Wet bronbelasting 2020), which was proposed on 18 September 2018 by the Dutch Ministry of Finance published as one of the draft bills that forms part of the Tax Plan 2019, if enacted.

(h)

Notwithstanding paragraph (g) above, if as a result of a change in law after a Lender became a Party to this Agreement, such Lender has become entitled to a gross-up payment under paragraph (g) above or an indemnity payment under Clause 12.3 (Tax indemnity) with respect to amounts owed by a U.S. Tax Obligor and such Lender transfers or assigns any of its rights or obligations under the Finance Documents or changes its applicable lending office, the transferee, assignee or Lender with respect to its new lending office shall be entitled to additional amounts under paragraph (c) with respect to such Tax imposed by the United States that were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office.


12.3	Tax indemnity




	42

(a)

The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the cost, loss or liability which that Protected Party determines will be or has been (directly or indirectly) incurred for or on account of Tax by that Protected Party in respect of a payment received or receivable (or any payment deemed to be received or receivable) or otherwise under a Finance Document.


(b)	Paragraph (a) above shall not apply:


(i)	with respect to any Tax assessed on a Finance Party:


(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or


(B)	under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or


(ii)	with respect to any income Tax on payment made by an Obligor under a Finance Document if the Finance Party is not entitled to receive additional amounts because of the application of paragraph (g) of Clause 12.2 (Tax gross-up) above;


(iii)	under the laws of The Netherlands, if and to the extent such Tax becomes payable as a result of a Finance Party having a substantial interest (aanmerkelijk belang) as defined in the Netherlands Income Tax Act 2001 (Wet inkomstenbelasting 2001) in the Obligor; or


(iv)	to the extent a loss, liability or cost:


(A)	is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or


(B)	relates to a FATCA Deduction required to be made by a Party; or


(C)	is attributable to, or suffered or incurred with respect to any Bank Levy.


(c)	A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.


(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.


12.4	Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:


(a)	a Tax Credit is attributable to:


(i)	an increased payment of which that Tax Payment forms part;


(ii)	that Tax Payment; or




	43


(iii)	a Tax Deduction in consequence of which that Tax Payment was required; and


(b)	that Finance Party has obtained and utilised that Tax Credit whether or not on an affiliated group basis by that Finance Party or an Affiliate of that Finance Party,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.


12.5	Lender status confirmation


(a)	Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:


(i)	not a Qualifying Lender;


(ii)	a Qualifying Lender (other than a Treaty Lender); or


(iii)	a Treaty Lender.


(b)	If a New Lender fails to indicate its status in accordance with this Clause 12.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower).

(c)

At the time a Lender becomes a Party and any time thereafter as reasonably requested by the Borrower, such Lender agrees to provide complete, accurate, and properly executed documentation (including, but not limited to, the appropriate Form W-8, Form W-9 or any other relevant form (and any successor forms)) establishing that such Lender is exempt from U.S. withholding Tax with respect to all payments under the Finance Documents and, if any such documentation previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation or promptly notify the Borrower in writing of its legal inability to do so provided, however, that a Lender shall not obliged to supply any form under this paragraph 12.5(c) if it is unable to do so by reason of any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation or any published practice or concession of any relevant taxing authority.


(d)	A Transfer Certificate shall not be invalidated by any failure of a Lender to comply with this Clause 12.5.


12.6	Stamp Taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.


12.7	VAT


(a)	All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under




	44

a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of that VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT payable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)

Any reference in this Clause 12.7 to any Party shall, at any time when that Party is treated as a member of a group or fiscal unity for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping or fiscal unity rules, respectively, provided for in Art. 11 of the Council Directive 2006/112/EC as amended (or as implemented by the relevant member state of the European Union), or any other similar provision in any jurisdiction so that a reference to a Party shall be construed as a reference to that Party of the relevant group or fiscal unity of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or fiscal unity at that time (as the case may be).


(e)	In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.


12.8	FATCA information and other information regimes


(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:


(i)	confirm to that other Party whether it is:




	45


(A)	a FATCA Exempt Party; or


(B)	not a FATCA Exempt Party;


(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and


(iii)	supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other applicable law or regulation implementing similar international arrangements for the exchange of Tax or financial information between jurisdictions.


(b)	If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.


(c)	Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:


(i)	any law or regulation;


(ii)	any fiduciary duty; or


(iii)	any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.


(e)	If an Obligor is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation implementing similar international arrangements for the exchange of Tax or financial information between jurisdictions require it, each Lender shall, within ten Business Days of:


(i)	where an Obligor is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;


(ii)	where a Obligor is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date;


(iii)	where an Obligor is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:


(A)	a withholding certificate on the appropriate Form W-8, Form W-9 or any other relevant form; or




	46


(B)	any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.


(f)	The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g)

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.


(h)	The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.


12.9	FATCA Deduction


(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.


(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.


13.	INCREASED COSTS


13.1	Definitions

In this Agreement:

Basel III means:

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee in December 2010, each as amended, supplemented or restated;


(b)	the rules for global systematically important banks contained in "Global systematically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee in November 2011, as amended, supplemented or restated; and


(c)	any further guidance or standards published by the Basel Committee relating to "Basel III".




	47

Basel Committee means the Basel Committee on Banking Supervision.

CRD IV means (a) Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU No. 648/2012) and (b) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

Increased Costs means:


(a)	a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;


(b)	an additional or increased cost; or


(c)	a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.


13.2	Increased Costs

Subject to Clause 13.4 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:


(a)	the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation;


(b)	compliance with any law or regulation made after the date of this Agreement;


(c)	the implementation or application of, or compliance with, Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or


(d)	the transfer of the Loan or any part of the Loan out of the coverpool relating to pfandbrief covered bonds.


13.3	Increased Cost claims


(a)	A Finance Party intending to make a claim pursuant to Clause 13.2 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.


(b)	Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a confirmation of the amount of its Increased Costs.


13.4	Exceptions

Clause 13.2 (Increased Costs) does not apply to the extent any Increased Cost is:




	48


(a)	attributable to a Tax Deduction required by law to be made by an Obligor;


(b)	attributable to a FATCA Deduction required to be made by a Party;


(c)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);


(d)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.


14.	OTHER INDEMNITIES


14.1	Currency indemnity


(a)	If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:


(i)	making or filing a claim or proof against that Obligor; or


(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.


(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.


14.2	Other indemnities

The Borrower shall (or shall procure that a Transaction Obligor will), within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:


(a)	the occurrence of any Event of Default;


(b)	a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 31 (Sharing among the Finance Parties);


(c)	funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Secured Party alone); or


(d)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.




	49


14.3	Indemnity to the Agent

Each Obligor jointly and severally shall promptly indemnify the Agent against:


(a)	any cost, loss or liability incurred by the Agent as a result of:


(i)	investigating any event which it reasonably believes is a Default; or


(ii)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or


(iii)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

(b)

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 32.10 (Disruption to Payment Systems etc) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.


14.4	Indemnity to the Security Agent


(a)	Each Obligor jointly and severally shall promptly indemnify the Security Agent and any other Secured Party against any cost, loss or liability incurred by any of them as a result of:


(i)	any failure by the Borrower to comply with its obligations under Clause 16 (Costs and expenses);


(ii)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;


(iii)	the taking, holding, protection or enforcement of the Transaction Security;


(iv)	the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;


(v)	any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;


(vi)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or


(vii)	acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Assets (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b)

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.


15.	MITIGATION BY THE LENDERS




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15.1	Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.


(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.


15.2	Limitation of liability


(a)	The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).


(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.


16.	COSTS AND EXPENSES


16.1	Transaction expenses

The Borrower shall promptly on demand pay each of the Agent, the Arranger and the Security Agent the amount of all costs and expenses (including legal fees) incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, syndication and perfection of:


(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and


(b)	any other Finance Documents executed after the date of this Agreement.


16.2	Amendment costs

If:


(a)	A Transaction Obligor requests an amendment, waiver or consent; or


(b)	an amendment is required pursuant to Clause 32.9 (Change of currency),

the Borrower shall, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) incurred by the Agent or the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.


16.3	Valuations


(a)	The Agent may request a Valuation at any time.


(b)	The Borrower shall promptly on demand pay to the Agent the costs of:




	51


(i)	the Initial Valuation;


(ii)	a Valuation obtained by the Agent on an annual basis (provided that the first of such annual Valuations may not be requested by the Agent before the first anniversary of the date of this Agreement);


(iii)	a Valuation obtained by the Agent in connection with the compulsory purchase of all or part of the Property; and


(iv)	a Valuation obtained by the Agent at any time when a Default is continuing or occurs as a result of obtaining that Valuation.


(c)	The Borrower must supply to the Agent a copy of any valuation of the Property an Obligor obtains, promptly upon obtaining it.


(d)	Any Valuation not referred to in paragraph (b) above will be at the cost of the Lenders.


16.4	Enforcement and preservation costs

The Borrower shall, within three Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with:


(a)	the enforcement of, or the preservation of any rights under, any Finance Document;


(b)	or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.


17.	BANK ACCOUNTS


17.1	Designation of Accounts


(a)	The Borrower must maintain the following bank accounts in the name of the Borrower:


(i)	a rent account designated the Rent Account;


(ii)	a deposit account designated the Debt Service Account;


(iii)	a proceeds account designated the Tenant Deposit Account;


(iv)	a deposit account designated the Deposit Account;


(v)	a deposit account designated the Cash Trap Account; and


(vi)	a current account designated the General Account.


(b)	No Obligor may, without the prior written consent of the Agent, maintain any other bank account.


17.2	Account bank


(a)	Subject to paragraphs (b) and (c) below, the Accounts must be held at the same Account Bank.




	52

(b)

If an Account Bank, other than ING Bank N.V. or Deutsche Pfandbriefbank AG, does not have the applicable Requisite Rating or the Agent so requests (acting reasonably), the Agent may require that the Accounts be moved, within 30 days, to another bank of its choice which does have the applicable Requisite Rating. An Obligor must promptly notify the Agent upon becoming aware that an Account Bank, other than ING Bank N.V. or Deutsche Pfandbriefbank AG, does not have the applicable Requisite Rating.


(c)	The replacement of an Account only becomes effective when the relevant bank agrees with the Agent and the Borrower, in a manner satisfactory to the Agent (including the granting and perfection of Transaction Security over such replacement Account(s)), to fulfil the role of the bank holding that Account.


17.3	Rent Account


(a)	Except as provided in paragraph (f) below, the Borrower has signing rights in relation to the Rent Account and may grant signing rights to a Managing Agent.


(b)	The Borrower must ensure that all Rental Income (other than Lease Prepayment Proceeds and Tenant Deposits) is paid into the Rent Account.


(c)	The Borrower may satisfy its obligations under paragraph (b) by ensuring that:


(i)	a Managing Agent promptly collects all Rental Income and pays all Rental Income received by it into the Rent Account; and


(ii)	pending payment into the Rent Account, the Managing Agent holds that Rental Income in a separate account in the name of the Managing Agent, into which only amounts representing Rental Income are paid.


(d)	If any payment of any amount referred to in paragraph (b) above is paid into an Account other than the Rent Account, that payment must be paid immediately into the Rent Account.


(e)	Except as provided in paragraph (f) below, in respect of each calendar quarter, the Borrower or the Managing Agent (as applicable) must withdraw from, and apply amounts standing to the credit of, the Rent Account, as follows:


(i)	to discharge (A) its Operating Expenses and (B) any other expenses related to the Property owned by it for which Tenant Contributions are paid, in each case which are due and payable in that calendar quarter (in the amounts set out in the most recent Compliance Certificate delivered to the Agent in accordance with Clause 20.2 (Compliance Certificate)); and


(ii)	at least three days prior to the Interest Payment Date that falls within that calendar quarter, payment of an amount equal to:


(A)	the monies standing to the credit of the Rent Account on that Interest Payment Date;

minus


(B)	the (A) Operating Expenses and (B) any other expenses related to the Property owned by it for which Tenant Contributions are paid, in each case which are due and payable in respect of that calendar quarter (in the amounts set out in the most recent Compliance




	53

Certificate delivered to the Agent in accordance with Clause 20.2 (Compliance Certificate) and which have not yet been paid in accordance with paragraph (i) above),

into the Debt Service Account.


(f)	At any time when a Default is continuing or the Repeating Representations are not correct, only the Security Agent may:


(i)	operate the Rent Account;


(ii)	notify the Borrower that its rights (or the Managing Agent’s rights as the case may be) to operate the Rent Account are suspended, such notice to take effect in accordance with its terms; and


(iii)	withdraw from, and apply amounts standing to the credit of, the Rent Account in or towards any purpose for which moneys in any Account may be applied.


17.4	Debt Service Account


(a)	The Security Agent has sole signing rights in relation to the Debt Service Account.


(b)	Amounts must be paid into the Debt Service Account in accordance with Clause 17.3 (Rent Account).


(c)	If any payment of any amount referred to in paragraph (b) above is paid into an Account other than the Debt Service Account, that payment must be paid immediately into the Debt Service Account.


(d)	Except as provided in Clause 32.5 (Partial payments) and paragraph (g) below, on each Interest Payment Date, the Security Agent must withdraw from, and apply amounts standing to the credit of, the Debt Service Account, in the following order:


(i)	first, in or towards payment pro rata of any unpaid amounts owing to the Agent, the Arranger or the Security Agent under the Finance Documents;


(ii)	secondly, in or towards payment to the Agent for the Lenders pro rata of any accrued interest and fees due but unpaid under this Agreement;


(iii)	thirdly, in or towards payment to the Agent for the Lenders pro rata of any principal due but unpaid under this Agreement;


(iv)	fourthly, in or towards payment of any other sum due but unpaid to the Finance Parties pro rata under the Finance Documents;


(v)	fifthly, if a Cash Trap Event has occurred or is continuing on that Interest Payment Date, in or towards payment of any amount required to:

(A)

meet contracted tenant incentives, remaining corporate costs, valuation fees, legal costs (in each case evidenced to and approved by the Agent in writing in advance) and agreed capital expenditure for the Interest Period commencing on that Interest Payment Date in line with the then current Business Plan (as set out in the most recent Compliance Certificate delivered to the Agent in accordance with Clause 20.2 (Compliance Certificate)); or




	54


(B)	pay any claim made on the Borrower in respect of the payment of VAT that is payable by any person other than the Borrower, provided that no Default or Cash Trap Event other than as referred to in paragraph (c) of the definition thereof has occurred or is continuing.


(e)	If:


(i)	there are amounts standing to the credit of the Debt Service Account after the Security Agent has made the payments required pursuant to paragraph (d) above; and


(ii)	a Cash Trap Event is continuing,

the Security Agent shall:


(A)	withdraw all such amounts standing to the credit of the Debt Service Account; and


(B)	deposit those amounts in the Cash Trap Account.


(f)	If:


(i)	there are amounts standing to the credit of the Debt Service Account after the Security Agent has made the payments required pursuant to paragraph (d) above; and


(ii)	no Cash Trap Event is continuing,

the Security Agent shall:


(A)	withdraw all such amounts standing to the credit of the Debt Service Account; and


(B)	deposit those amounts in the General Account.


(g)	The Security Agent is obliged to make a withdrawal from the Debt Service Account in accordance with paragraph (d) above only if:


(i)	no Default is continuing; and


(ii)	the Repeating Representations are correct and will be correct immediately after the withdrawal.


17.5	Tenant Deposit Account


(a)	Except as provided in paragraph (d) below, the Borrower has signing rights in relation to the Tenant Deposit Account.


(b)	The Borrower must ensure that any Tenant Deposits are, on receipt, paid into the Tenant Deposit Account.


(c)	Except as provided in paragraph (d) below, the Borrower may only withdraw an amount from the Tenant Deposit Account:


(i)	to repay any Tenant Deposit received by it under any Lease Document to the relevant tenant to the extent that the Borrower is obliged to make such repayment under that Lease Document; and




	55


(ii)	to the extent that, in accordance with the terms of the relevant Lease Document, the Borrower is not obliged to repay a Tenant Deposit received by it under any Lease Document to the relevant tenant, to pay an amount equal to that Tenant Deposit into the Rent Account.


(d)	At any time when a Default is continuing or the Repeating Representations are not correct, the Security Agent may:


(i)	operate the Tenant Deposit Account;


(ii)	notify the Borrower that its rights (or the Managing Agent’s rights as the case may be) to operate the Tenant Deposit Account are suspended, such notice to take effect in accordance with its terms; and


(iii)	withdraw from, and apply amounts standing to the credit of, the Tenant Deposit Account in or towards any purpose for which moneys in any Account may be applied.


17.6	Deposit Account


(a)	The Security Agent has sole signing rights in relation to the Deposit Account.


(b)	(%3) The Borrower must ensure that all Hedging Prepayment Proceeds are promptly upon receipt paid into the Deposit Account.


(i)	The Borrower must ensure that all Lease Prepayment Proceeds are promptly upon receipt paid into the Deposit Account.


(ii)	The Borrower must ensure that all Insurance Prepayment Proceeds are promptly upon receipt paid into the Deposit Account.


(iii)	The Borrower must ensure that all Compensation Prepayment Proceeds are promptly upon receipt paid into the Deposit Account.


(iv)	The Borrower must ensure that all Recovery Prepayment Proceeds are promptly upon receipt paid into the Deposit Account.


(v)	The Borrower must ensure that all Disposal Proceeds arising from the sale of (A) the Property or (B) the shares or membership rights (as applicable) in the Borrower are promptly upon receipt paid into the Deposit Account.

(d)

Except as provided in Clause 32.5 (Partial payments) and paragraph (d) below, on each Interest Payment Date, or earlier at the request of the Borrower if it gives the Agent not less than five Business Days' advance notice in writing, the Security Agent must withdraw from, and apply amounts standing to the credit of, the Deposit Account in accordance with paragraph (b) above in accordance with Clause 7.4 (Mandatory prepayment).


(e)	The Security Agent is obliged to make a withdrawal from the Deposit Account in accordance with paragraph (c) above only if:


(i)	no Default is continuing; and


(ii)	the Repeating Representations are and will be correct immediately after the withdrawal.




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17.7	Cash Trap Account


(a)	The Security Agent has sole signing rights in relation to the Cash Trap Account.


(b)	The Security Agent must pay amounts into the Cash Trap Account in accordance with:


(i)	paragraph (e) of Clause 17.4 (Debt Service Account); and


(ii)	Clause 21.3 (Cure Rights).


(c)	Except as provided in Clause 32.5 (Partial payments) and paragraph (d) below , the Security Agent must:

(i)

if the Agent has confirmed to the Borrower that no Cash Trap Event (other than as referred to in paragraph (c) of the definition thereof) or any Default has been continuing at any time during two consecutive Interest Periods commencing on or after the Interest Payment Date on which an amount was transferred into the Cash Trap Account in accordance with paragraph (b) above (the First Cash Trap IPD) and ending on the second the second Interest Payment Date thereafter (the Third Cash Trap IPD), at the request of the Borrower (if the Borrower gives the Security Agent not less than five Business Day’s advance notice in writing) transfer an amount equal to the lower of (A) the amount standing to the credit of the Cash Trap Account and (B) an amount exceeding the amount required to be retained on the Cash Trap Account to ensure that no new Cash Trap Event would occur on the Third Cash Trap IPD to the General Account within ten Business Days of the Third Cash Trap IPD;


(ii)	if on the Third Cash Trap IPD, a Cash Trap Event or Default is continuing, apply an amount equal to that amount in prepayment of the Loan in accordance with Clause 7.4 (Mandatory prepayment); and


(iii)	if on the First Cash Trap IPD, a Cash Trap Event as referred to in paragraph (c) of the definition thereof is continuing, apply an amount equal to that amount in prepayment of the Loan in accordance with Clause 7.4 (Mandatory prepayment).


(d)	The Security Agent is obliged to make a withdrawal from the Cash Trap Account in accordance with:


(i)	paragraph (c)(i) above only if:


(A)	no Default or Cash Trap Event is continuing or would result from such withdrawal; and


(B)	the Repeating Representations are correct and will be correct immediately after the withdrawal; and


(ii)	paragraph (c)(ii) and (c)(iii) above only if:


(A)	no Default is continuing; and


(B)	the Repeating Representations are correct and will be correct immediately after the withdrawal.


17.8	General Account




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(a)	Except as provided in paragraph (d) below, the Borrower has signing rights in relation to the General Account.


(b)	The Borrower must ensure that any other amount received or receivable by it, other than any amount specifically required under this Agreement to be paid into any other Account, is paid into the General Account.


(c)	Except as provided in paragraph (d) below and subject to:


(i)	any restriction in any Subordination Agreement; and


(ii)	the requirement that amounts paid into the General Account for a particular purpose must be used for that purpose,

the Borrower may withdraw any amount from the General Account for any purpose.


(d)	At any time when a Default is continuing or the Repeating Representations are not correct, only the Security Agent may:


(i)	operate the General Account;


(ii)	notify the Borrower that its rights to operate the General Account are suspended, such notice to take effect in accordance with its terms; and


(iii)	withdraw from, and apply amounts standing to the credit of, the General Account in or towards any purpose for which moneys in any Account may be applied.


17.9	Miscellaneous Accounts provisions


(a)	The Borrower must ensure that no Account goes into overdraft.


(b)	Any amount received or recovered by an Obligor otherwise than by credit to an Account must be held subject to the security created by the Finance Documents and immediately be paid to the relevant Account or to the Agent in the same funds as received or recovered.

(c)

If any payment is made into an Account in relation to which the Security Agent has sole signing rights which should have been paid into another Account, then, unless a Default is continuing, the Security Agent must, at the request of the Borrower and on receipt of evidence satisfactory to the Security Agent that the payment should have been made to that other Account, pay that amount to that other Account.


(d)	The moneys standing to the credit of an Account (other than the Tenant Deposit Account) may be applied by the Security Agent in payment of any amount due but unpaid to a Finance Party under the Finance Documents.


(e)	No Finance Party is responsible or liable to any Obligor for:


(i)	any non-payment of any liability of an Obligor which could be paid out of moneys standing to the credit of an Account; or


(ii)	any withdrawal wrongly made, if made in good faith.


(f)	The Borrower must ensure that to the extent that the Account Bank offers such a facility, that appropriate arrangements are in place at all times with the Account Bank to enable the Security Agent to have




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electronic access to view the balance standing to the credit of each Account and the transaction history of each Account at any time during business hours.


(g)	The Borrower must, within five Business Days of any request by the Agent, supply the Agent with the following information in relation to any payment received in an Account:


(i)	the date of payment or receipt;


(ii)	the payer; and


(iii)	the purpose of the payment or receipt.


18.	GUARANTEE AND INDEMNITY


18.1	Guarantee and indemnity

Each Guarantor irrevocably and unconditionally:


(a)	guarantees, as its own and independent obligation, to each Finance Party punctual performance by each Obligor of all that Obligor's obligations under the Finance Documents;


(b)	undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, each Guarantor shall immediately on demand pay that amount as its own and independent obligation; and

(c)

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as its own and independent obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by an Obligor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of paragraph (a) or (b) above.


18.2	Continuing guarantee

This guarantee is a continuing guarantee (and not a joint and several liability (hoofdelijke aansprakelijkheid) or suretyship (borgtocht)) and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.


18.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.


18.4	Waiver of defences




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The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:


(a)	any time, waiver or consent granted to, or composition with, any Obligor or other person;


(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;


(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;


(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;


(e)	any assignment or transfer by any person of any claim under any Finance Document;


(f)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;


(g)	any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security; or


(h)	any insolvency, resolution or similar proceedings.


18.5	Guarantor intent

Without prejudice to the generality of Clause 18.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.


18.6	Immediate recourse


(a)	No Guarantor has any right of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Obligor under this Clause 18.


(b)	This Clause 18 applies irrespective of any law or any provision of a Finance Document to the contrary.


18.7	Appropriations




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Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:


(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and


(b)	hold in an interest-bearing suspense account any moneys received from any Obligor or on account of any Obligor's liability under this Clause 18.


18.8	Deferral of rights


(a)	In this Clause 18.8 a payment or amount paid by a Guarantor under a Security Document includes any amount applied towards payment of the obligations of that Guarantor out of the proceeds of enforcement of any Security Interest created under that Security Document.


(b)	Each Guarantor confirms that:


(i)	the obligations under this Clause and each Security Document to which it is a party (as security provider) constitute its own obligations, independent from the obligations of any other Obligor under any Finance Document; and


(ii)	consequently, it does not have nor will it acquire:


(A)	a statutory right of recourse or similar right (including by way of indemnity or contribution) against any other Obligor; or


(B)	a claim against any other Obligor by way of subrogation or otherwise,

under or in connection with any payment made by it under this Clause or a Security Document to which it is a party or in respect of any rights, Security Interest or moneys held, received or receivable by any Secured Party under or in connection with any Finance Document (other than a Contractual Recourse Claim (as defined below)).

(c)

Subject to paragraph (e) below, each Guarantor has (by way of a conditional existing right (bestaande voorwaardelijke vordering)), subject only to payment by it of any amount under or in connection with this Clause or a Security Document to which it is a party as security provider, a contractual right of recourse against each other Obligor (each a Contractual Recourse Claim) in an amount equal to the lower of:


(i)	any amount paid by it under or in connection with this Clause or a Security Document to which it is a party as security provider; and


(ii)	the amount payable by a Guarantor under or in connection with any Finance Document on the date of the payment described under paragraph (i) above.

(d)

Each Guarantor agrees to pledge and pledges as a disclosed pledge to the Security Agent each of its Contractual Recourse Claims against the Borrower. All the Security Interests created by that Guarantor under this paragraph (d) is security for the payment of the Secured Liabilities (as such term is defined in the Security Documents). Each Guarantor notifies each other Obligor of these rights of pledge and




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each Obligor confirms and acknowledges this notification. Each Guarantor represents and warrants that it is authorised to create the rights of pledge created under this paragraph (d) and it has full and exclusive title to each of its Contractual Recourse Claims free of any Security Interest (except for those created under this paragraph (d) or any Finance Document). The Security Agent may at any time terminate (opzeggen) in whole or in part any right of pledge created under this paragraph (d).

(e)

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, all present and future liabilities and obligations at any time of any Transaction Obligor to any Secured Party under or in connection with any Finance Document, both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity (the Liabilities), rank first in right and priority of payment and each Contractual Recourse Claim is postponed and subordinated to the Liabilities. Consequently no Guarantor may:


(i)	demand or receive payment of any Contractual Recourse Claim, whether in cash or in kind, from any Obligor or any other source;


(ii)	exercise any right of set-off against any other Obligor in respect of any Contractual Recourse Claim;


(iii)	take or omit to take any action which might impair the priority or subordination achieved or intended to be achieved by this paragraph (e);


(iv)	assign, transfer or otherwise dispose of or create any Security Interest over its Contractual Recourse Claims or its proceeds in favour of any person (other than pursuant to paragraph (d) above) or any Security Document);


(v)	accelerate any Contractual Recourse Claim or otherwise declare any Contractual Recourse Claim prematurely due and payable;


(vi)	enforce any Contractual Recourse Claim by execution or otherwise; and/or


(vii)	otherwise exercise any remedy for the recovery of any Contractual Recourse Claim.

(f)

Subject to paragraphs (a) up to and including paragraph (e) above, until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18:


(i)	to be indemnified by an Obligor;


(ii)	to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;


(iii)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;


(iv)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Obligor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);




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(v)	to exercise any right of set-off against any Obligor; and/or


(vi)	to claim or prove as a creditor of any Obligor in competition with any Finance Party.

(g)

If a Guarantor receives any benefit, payment or distribution in relation to any rights which it may have by reason of performance by it of its obligations under the Finance Documents (other than any Permitted Payment), it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on an interest-bearing suspense account for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 32 (Payment mechanics).


(h)	Each Party acknowledges any third party stipulation included in any Dutch Security Document.


18.9	Additional Security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.


18.10	US Guarantor


(a)	In this Clause 18.10:

fraudulent transfer law means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law;

US Guarantor means any Guarantor that is a US Debtor; and

terms used in this Clause 18.10 are to be construed in accordance with the fraudulent transfer laws.


(b)	Each US Guarantor acknowledges that:


(i)	it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;


(ii)	those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and


(iii)	each Finance Party has acted in good faith in connection with the guarantee given by a US Guarantor and the transactions contemplated by the Finance Documents.


(c)	Each Finance Party agrees that a US Guarantor's liability under this Clause 18.10 is limited so that no obligation of, or transfer by, a US Guarantor under this Clause 18.10 is subject to avoidance and turnover under any fraudulent transfer law.


(d)	Each US Guarantor represents and warrants to each Finance Party that:


(i)	the aggregate amount of its debts (including its obligations under the Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;


(ii)	its capital is not unreasonably small to carry on its business as it is being conducted;




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(iii)	it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and


(iv)	it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.


(e)	Each representation and warranty in this Clause 18.10:


(i)	is made by each US Guarantor on the date of this Agreement;


(ii)	is deemed to be repeated by:


(A)	each additional Guarantor on the date that additional Guarantor becomes a US Guarantor; and


(B)	each US Guarantor on the date of the Utilisation Request, on the Utilisation Date and on each Interest Payment Date; and


(iii)	is, when repeated, made by reference to the facts and circumstances then existing.


19.	REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 19 to each Finance Party on the date of this Agreement.


19.1	Status


(a)	The Borrower is a cooperative with exclusion of liability (coöperatie met uitsluiting van aansprakelijkheid) duly incorporated and validly existing under the laws of its Original Jurisdiction.


(b)	Each Guarantor is a limited liability company, duly formed, validly existing and in good standing under the law of its Original Jurisdiction.


(c)	It has the power to own its assets and carry on its business as it is being conducted.


19.2	Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party (other than any Lease Document entered into prior to the Utilisation Date in respect of a Unit which is not a Major Unit) are, subject to the Legal Reservations and, in respect of the Security Documents, any Perfection Requirements, legal, valid, binding and enforceable obligations.


19.3	Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents (other than any Lease Document entered into prior to the Utilisation Date in respect of a Unit which is not a Major Unit) and the granting of the Transaction Security do not and will not conflict with:


(a)	any law or regulation applicable to it;


(b)	its constitutional documents; or




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(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.


19.4	Power and authority


(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents (other than any Lease Document entered into prior to the Utilisation Date in respect of a Unit which is not a Major Unit) to which it is or will be a party and the transactions contemplated by those Transaction Documents.


(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents (other than any Lease Document entered into prior to the Utilisation Date in respect of a Unit which is not a Major Unit) to which it is a party.


19.5	Validity and admissibility in evidence


(a)	Subject to Legal Reservations, all Authorisations required or desirable:


(i)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and


(ii)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect except any Authorisation referred to in Clause 19.8 (No filing or stamp Taxes, which Authorisation will be promptly obtained or effected after the date of this Agreement.


(b)	All Authorisations necessary for the conduct of the business, trade and ordinary activities of the Obligors have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations is or is reasonably likely to materially or adversely affect the interests of the Finance Parties.


19.6	Governing law and enforcement


(a)	Subject to the Legal Reservations, the choice of the governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.


(b)	Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.


19.7	Deduction of Tax


(a)	Provided that the Finance Parties comply with paragraph (c) of Clause 12.5 (Lender status confirmation), no Obligor is required to make any Tax Deduction from any payment it may make under any Finance Document.


(b)	No Rental Income payable to the Borrower is subject to a requirement to make a deduction or withholding for or on account of Tax from that Rental Income.




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19.8	No filing or stamp Taxes

Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except registration of each Dutch Security Document and any fees payable in respect of such registrations. Any disclosure required to be made by it to any relevant taxing authority in relation to stamp duty land tax payable on any transactions contemplated by or being financed by the Transaction Documents has been made.


19.9	Fiscal Unity

It is not a member of a value added or corporate income tax fiscal unity or tax group (except that, for U.S. federal income tax purposes, each Obligor is disregarded as an entity separate from the Shareholder).


19.10	No Default


(a)	No Event of Default and, as at the date of this Agreement and the Utilisation Date, no Default is continuing or is reasonably likely to result from the making of the Utilisation or the entry into, or the performance of, or any transaction contemplated by, any Transaction Document.

(b)

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or a termination event (however described) under any other agreement or instrument which is binding on it or to which any of its assets are subject which has or is reasonably likely to have a Material Adverse Effect.


19.11	Information


(a)	All information supplied by it or on its behalf to any Finance Party or any of its advisors in connection with the Transaction Documents (including for any valuations, the Property, and any tax due diligence) was true and accurate in all material respects as at the date it was provided or as at any date at which it was stated to be given.


(b)	Any financial projections contained in the information referred to in paragraph (a) above have been prepared as at their date on the basis of recent historical information and on the basis of reasonable assumptions.


(c)	It has not omitted to supply any information which, if disclosed, would make the information referred to in paragraph (a) above untrue or misleading in any respect.


(d)	As at the Utilisation Date, nothing has occurred since the date of the information referred to in paragraph (a) above which, if disclosed, would make that information untrue or misleading in any material respect.


19.12	Financial statements


(a)	Its most recent financial statements delivered pursuant to Clause 20.1 (Financial statements):


(i)	have been prepared in accordance with GAAP; and




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(ii)	fairly present its financial condition as at the end of the relevant financial year and operations during the relevant financial year.


(b)	Since the date of the most recent financial statements delivered pursuant to Clause 20.1 (Financial statements) there has been no material adverse change in its business, assets or financial condition.


19.13	Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.


19.14	No proceedings


(a)	No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened in writing against it.


(b)	No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it.


19.15	Valuation


(a)	All information supplied by it or on its behalf to the Valuer for the purposes of each Valuation was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given.


(b)	Any financial projections contained in the information referred to in paragraph (a) above have been prepared as at their date, on the basis of recent historical information and on the basis of reasonable assumptions.


(c)	It has not omitted to supply any information to the Valuer which, if disclosed, would adversely affect the Valuation.


(d)	As at the Utilisation Date, nothing has occurred since the date the information referred to in paragraph (a) above was supplied which, if it had occurred prior to the Initial Valuation, would have adversely affected the Initial Valuation.


19.16	Title to Property


(a)	The Borrower will, from Utilisation Date:


(i)	be entitled to (gerechtigd tot) the Ground Lease and thereby the beneficial owner of the Property; and


(ii)	have good and marketable title to the Property,

in each case free from Security (other than that created by or pursuant to the Security Documents) and restrictions and onerous covenants (other than those set out in the Property Report).




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(b)	From the Utilisation Date, except as disclosed in the Property Report:


(i)	no breach of any law, regulation or covenant is outstanding which adversely affects or might reasonably be expected to adversely affect the value, saleability or use of the Ground Lease or the Property;


(ii)	there is no covenant, agreement, stipulation, reservation, condition, interest, right, easement or other matter whatsoever adversely affecting the Ground Lease or the Property;


(iii)	nothing has arisen or has been created or is outstanding which would be an overriding interest, or an unregistered interest which overrides first registration or a registered disposition, over the Ground Lease or the Property;


(iv)	all facilities necessary for the enjoyment and use of the Property (including those necessary for the carrying on of its business at the Property) are enjoyed by the Ground Lease or the Property;


(v)	none of the facilities referred to in paragraph (iv) above are enjoyed on terms:


(A)	entitling any person to terminate or curtail its use of the Property; or


(B)	which conflict with or restrict its use of the Property;


(vi)	the Borrower has not received any notice of any adverse claim by any person in respect of the ownership of the Property or any interest in it which might reasonably be expected to be determined in favour of that person, nor has any acknowledgement been given to any such person in respect of the Property;


(vii)	the Property is held by the Borrower free from any lease or licence (other than those entered into in accordance with this Agreement); and


(viii)	to the best of each Obligor's knowledge, there is no material breach of, or material non-compliance with, the terms of any Lease Document or any document evidencing a Ground Lease on either the landlord's or the Borrower’s (as tenant) part.


19.17	Information for Property Reports


(a)	The written information supplied by it or on its behalf to the lawyers who prepared the Property Report for the purpose of the Property Report was true and accurate as at the date of the Property Report or (if appropriate) as at the date (if any) at which it is stated to be given.


(b)	The information referred to in paragraph (a) above was at the date it was expressed to be given complete and did not omit any information which, if disclosed would make that information untrue or misleading in any material respect.


(c)	As at the Utilisation Date, nothing has occurred since the date of any information referred to in paragraph (a) above which, if disclosed, would make that information untrue or misleading in any material respect.


19.18	No other business




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(a)	No Obligor has traded or carried on any business since the date of its incorporation except for:


(i)	in the case of the Guarantors, the ownership of the Borrower; and


(ii)	in the case of the Borrower, the ownership and management of its interests in the Property.


(b)	It is not party to any material agreement other than the Transaction Documents.


(c)	No Guarantor has any Subsidiaries other than the Borrower; and


(d)	The Borrower does not have any Subsidiaries.


(e)	No Obligor:


(i)	has, or has had, any employees; and


(ii)	has made any contribution to, or has any obligation in respect of, any retirement benefit or occupational pension scheme.


19.19	Centre of main interests and establishments

For the purposes of the Council of the European Regulation No. 848/2015 dated 20 May 2015 on Insolvency Proceedings (the Insolvency Regulation) its centre of main interests (as that term is used in Article 3(1) of the Insolvency Regulation) is situated in its Original Jurisdiction and it has no "establishment" (as that term is used in Article 2(h) of the Regulation or in Article 2(10) of the Insolvency Regulation, as the case may be) in any other jurisdiction other than its Original Jurisdiction.


19.20	Ranking of Security

Subject to the Legal Reservations and Perfection Requirements, the security conferred by each Security Document constitutes a first priority security interest of the type described, over the assets referred to, in that Security Document and those assets are not subject to any prior or pari passu Security, except for any Security arising under clause 24 or clause 25 of the general terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) or any similar term applied by a financial institution in The Netherlands pursuant to its general terms and conditions, but only insofar as such Security secures the costs for administration and properly incurred fees directly related to administering the bank accounts subject to such Security in accordance with their terms and conditions.


19.21	Ownership


(a)	Each Guarantor’s entire issued share capital is legally and beneficially owned and controlled by the Shareholder.


(b)	The Borrower's entire issued share capital is legally and beneficially owned and controlled by the Guarantors.


(c)	Each Guarantor’s and Borrower’s entire issued share capital is, indirectly, legally and beneficially owned and controlled by the Ultimate Owners.


(d)	The shares in the capital of each Obligor are fully paid and are not subject to any option to purchase or similar rights.




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(e)	The constitutional documents of each Obligor do not and could not restrict or inhibit any transfer of the shares of that Obligor on creation or enforcement of the security conferred by the Security Documents.


19.22	Anti-corruption, anti-bribery and anti-money laundering law

Each Transaction Obligor complies with and has conducted its businesses in compliance with all applicable anti‑corruption, anti-bribery and anti-money laundering laws, including but not limited to the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.


19.23	Sanctions


(a)	Subject to paragraph (b) below, neither it nor any of the other Transaction Obligors, nor any directors, officers or employees of it or any of the other Transaction Obligors:


(i)	is a Restricted Party or is engaging in or has engaged in any transaction or conduct that is reasonably likely to result in it or any Finance Party becoming a Restricted Party;


(ii)	is subject to any claim, action, proceeding, litigations, arbitration, formal notice or investigation with respect to Sanctions which claim, proceeding, formal notice or to the best of its knowledge (having made due and careful enquiry) investigation which adversely affects the interests of any Finance Party;


(iii)	is engaging or has engaged in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach any Sanctions applicable to it or its Subsidiaries, in each case, where such would be in breach of the relevant Sanctions; or


(iv)	has engaged or is engaging, directly or indirectly, in any trade, business or other activities with or for the benefit of any Restricted Party, to the extent that such engagement would lead to (i) non-compliance by it or its Subsidiaries or any Party with any Sanctions or (ii) designation of any person as a Restricted Party.

(b)

The representations set out in paragraph (a) above given to, amongst others, those Finance Parties qualifying as German residents (Inländer) within the meaning of Section 2 para. 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz) (the German Finance Parties) are made only to the extent that such German Finance Parties would be permitted to make such representations pursuant to Section 7 of the Foreign Trade Ordinance (Außenwirtschaftsverordnung) (which includes representations relating to economic, financial and/or trade sanctions or embargoes administered, enacted or enforced by the Federal Republic of Germany, the United Nations or the European Union).


19.24	Immunity


(a)	The entry into by it of each Finance Document to which it is a party, and the exercise by it of its rights and performance by it of its obligations under each Finance Document to which it is a party, constitute private and commercial acts performed for private and commercial purposes.


(b)	It will not be entitled to claim immunity from suit, recognition, enforcement, execution, attachment or other legal process, or other relief in any proceedings taken in any Relevant Jurisdiction in relation to any Finance Document.


19.25	Environmental compliance




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(a)	It is not aware of any Environmental Claim pending or threatened against it which is likely to be adversely determined and, if so adversely determined, is reasonably likely to have a Material Adverse Effect.


(b)	It is and has been in compliance with all Environmental Laws and Environmental Permits applicable to it, or to the Property in which that Obligor has an interest, in all material respects.


19.26	United States laws


(a)	In this Clause 19.26, investment company has the meaning given to it in the United States Investment Company Act of 1940.


(b)	No Obligor is:


(i)	required to be registered as an investment company or subject to regulation under the United States Investment Company Act of 1940; or


(ii)	subject to regulation under any United States Federal or State law or regulation that limits its ability to incur or guarantee indebtedness.


19.27	ERISA and Multiemployer Plans

Neither the Borrower nor any ERISA Affiliate sponsors, maintains or contributes to (or has any obligation to contribute to), or in the past six years sponsored, maintained or contributed to (or had an obligation to contribute to) any Employee Plan. Neither the Borrower nor any ERISA Affiliate has any liability (contingent or otherwise) with respect to a Multiemployer Plan.


19.28	Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of this Agreement, the date of the Utilisation Request, on the Utilisation Date and on each Interest Payment Date.


20.	INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.


20.1	Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:


(a)	as soon as they are available, but in any event within 180 days after the end of each of its financial years:


(i)	its financial statements for that financial year;


(ii)	the financial statements of each other Obligor for that financial year; and


(iii)	the audited financial statements of Hines Global Income Trust Inc; and


(b)	to the extent prepared and as soon as the same become available, but in any event within 60 days after the end of each half of each of its financial years:




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(i)	its consolidated financial statements for that financial half year; and


(ii)	if produced, the financial statements of each other Obligor for that financial half year.


20.2	Compliance Certificate


(a)	The Borrower must supply to the Agent a duly completed Compliance Certificate (based on the information supplied to the Finance Parties under this Agreement):


(i)	subject to paragraph (c) below, on each Test Date; and


(ii)	if the Agent reasonably expects that a Cash Trap Event is continuing or there is a Default as a result of a breach of Clause 21 (Financial covenants), at any other time the Agent specifies.

(b)

In respect of any Compliance Certificate delivered pursuant to paragraph (a)(i) above, the Agent shall by no later than the date falling five Business Days after the relevant Test Date confirm to the Borrower whether it agrees with the calculations set out in that Compliance Certificate. If the Agent disagrees with the calculation provided, then the Agent shall carry out its own calculations and notify the Borrower thereof. The calculation of the Agent shall (in the absence of manifest error) be binding on the Borrower.


(c)	Each Compliance Certificate to be delivered on an Interest Payment Date must be delivered ten Business Days prior to that Interest Payment Date and must confirm the amount of the Operating Expenses and any other expenses for which Tenant Contributions are paid which are to be discharged in accordance with paragraph (e)(i) of Clause 17.3 (Rent Account).


(d)	Each Compliance Certificate shall be signed by two directors of the Borrower.


20.3	Requirements as to financial statements


(a)	Each set of financial statements delivered by the Borrower pursuant to Clause 20.1 (Financial statements) shall be certified by two directors of the relevant company as fairly presenting its financial condition as at the date as at which those financial statements were drawn up.


(b)	Each Obligor shall procure that each set of financial statements delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP.


20.4	Monitoring of Property

On or before the date ten Business Days before each Interest Payment Date, the Borrower must supply to the Agent a report containing the following information, in form and substance satisfactory to the Agent (highlighting the changes since the previous such report), in respect of (except in the case of proposed or required capital expenditure or repairs under paragraphs (h) and (i) below) the quarterly period ending on the last day of the month immediately prior to that Interest Payment Date:


(a)	a schedule of the existing occupational tenants of the Property, showing for each tenant the rent, service charge, value added tax and any other amounts payable in that period by that tenant;


(b)	copies of any management accounts and management cashflows produced by, or for, any Obligor;


(c)	a summary of:




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(i)	any arrears of rents or service charges under any Lease Document; and


(ii)	any other breaches of covenant under any Lease Document,

and any step being taken to recover or remedy them;


(d)	details of any insolvency or similar proceedings affecting any occupational tenant of the Property or any guarantor of that occupational tenant;


(e)	details of any rent reviews subletting (to the extent permitted), transfer or assignment (including the details of any guarantor of any transferee or assignee) with respect to any Lease Document in progress or agreed;


(f)	details of any Lease Document which has expired or been determined or surrendered and any new letting proposed;


(g)	copies of all material correspondence with insurance brokers handling the insurance of the Property;


(h)	details of any actual or proposed capital expenditure of EUR10,000 or more (including in respect of any refurbishment or development of the Property, in each case to the extent permitted by this Agreement) with respect to the Property;


(i)	details of any proposed refurbishment or development of the Property or adjoining premises (unless already included in the then current Business Plan);


(j)	details of any actual or required material repairs to the Property;


(k)	details of the development of the Operating Expenses; and


(l)	any other information in relation to the Property reasonably requested by the Agent.


20.5	Business Plan


(a)	The Borrower must supply to the Agent (in sufficient copies for all Lenders) as soon as the same becomes available but in any event on or before the date falling ten Business Days before an Interest Payment Date an updated Business Plan, or, alternatively, confirm that no updates have been made to the then existing Business Plan which will remain the current Business Plan.

(b)

The Borrower may at any time prepare an updated Business Plan. If the Borrower wishes any of the information set out in the updated Business Plan to be used for the purpose of any calculation or determination to be made pursuant to this Agreement in respect of the Interest Period starting on any Interest Payment Date, it must supply to the Agent in sufficient copies for all of the Lenders an updated Business Plan at least ten Business Days before that Interest Payment Date.


(c)	Each Business Plan must be in a form materially consistent with the Business Plan supplied to the Agent as a condition precedent under this Agreement.


(d)	Until a Business Plan supplied in accordance with this Clause 20.5 has been approved by the Majority Lenders, the Borrower will not be regarded as having satisfied its obligations under paragraphs (a) or (b) above and any references in this Agreement to the Business Plan will be to the previously approved Business Plan.




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20.6	Information required under the German Tax Code

The Borrower shall promptly supply the following information (if any) in respect of any Obligor, any other economic beneficiary of the Loan, any person who Controls any Obligor or who is entitled to manage or operate any Account and any other person identified pursuant to any "know your customer" or similar procedures referred to in paragraph 1(h) of Schedule 2 (Conditions Precedent) or Clause 20.9 (Know your customer checks) (each a "Relevant Person"):


(a)	if that Relevant Person is a natural person, that Relevant Person's German identification number according to Section 139b German Tax Code (Abgabenordnung); and


(b)	for any other Relevant Person its German economic identification number according to Section 139c German Tax Code (Abgabenordnung) or, if no such German economic identification number has been assigned to that Relevant Person, its German tax number applicable to the taxation on the income,

and shall promptly notify the Agent in writing of any change to any information provided pursuant to this Clause.


20.7	Information: miscellaneous

The Obligors shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):


(a)	at the same time as they are dispatched, copies of all documents dispatched by the Obligors to their shareholders generally (or any class of them) or its creditors generally (or any class of them) at the same time as they are dispatched;

(b)

at the same as they are delivered under the property management and leasing agreement entered into by the Borrower with Hines Fresh Park Venlo B.V. as the Managing Agent dated on or about the date of this Agreement, the Approved Operating Budget, the Approved Capital Budget and the Approved Marketing Programs (each as defined in that property management agreement) or any equivalent to be delivered under any new property management agreement;


(c)	promptly upon becoming aware of them, the details of any event or claim which could lead to a breach of Clause 19.18(e) (No other business) or Clause 22.8(d) (Change of business);


(d)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations which are current, threatened or pending against any Obligor, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;


(e)	promptly on becoming aware of them, the details of any material claim or potential material claim made by or on behalf of the Borrower under any Insurance or the Acquisition Documents;


(f)	promptly, certified copies of any valuation of the Property obtained by the Borrower; and


(g)	promptly, such further information regarding the financial condition, business and operations of any Obligor as any Finance Party (through the Agent) may reasonably request.


20.8	Notification of Default




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(a)	Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).


(b)	Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).


20.9	Know your customer checks


(a)	If:


(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;


(ii)	any change in the status of an Obligor (or of a Holding Company of an Obligor) or the composition of the shareholders of an Obligor (or of a Holding Company of an Obligor) after the date of this Agreement; or


(iii)	a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)

Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.


21.	FINANCIAL COVENANTS


21.1	Debt Yield

The Borrower must ensure that the Debt Yield is at all times at least 6.50%


21.2	Loan to Value

The Borrower must ensure that the Loan to Value does not, at any time, exceed:


(a)	up to and including the third anniversary of the Utilisation Date, 75%; and


(b)	thereafter, 70%.




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21.3	Cure Rights


(a)	Subject to paragraphs (c) and (d) below, if the Agent notifies the Borrower that there is a breach of Clause 21.1 (Debt Yield) or Clause 21.2 (Loan to Value) or that a Cash Trap Event is continuing, the Borrower may, by immediate written notification to the Agent, indicate that it intends to remedy that breach, in which case, the Borrower must within ten Business Days of that notification:


(i)	deposit into the Cash Trap Account an amount, calculated by the Agent, which, if applied towards prepayment of the Loan would be sufficient to reduce the Loan, to ensure compliance with Clause 21.1 (Debt Yield) or Clause 21.2 (Loan to Value) or that no new Cash Trap Event will occur (as applicable); or


(ii)	prepay the Loan in accordance with Clause 7.7 (Voluntary prepayment of the Loan) in an amount calculated by the Agent to ensure compliance with Clause 21.1 (Debt Yield) or Clause 21.2 (Loan to Value) or that no new Cash Trap Event will occur (as applicable),

each of paragraphs (i) and (ii) above being a Cure Right.


(b)	Subject to paragraph (c) below, if any Obligor:


(i)	makes a deposit in accordance with paragraph (a)(i) above; or


(ii)	makes a prepayment in accordance with paragraph (a)(ii) above,

that Obligor will not (without prejudice to any subsequent breach) be regarded as being in breach of Clause 21.1 (Debt Yield) or Clause 21.2 (Loan to Value) and no Cash Trap Event will be regarded as having occurred, as applicable.


(c)	The Cure Rights may not be used:


(i)	on more than two consecutive Test Dates; and


(ii)	more than five times during the life of the Facility.


(d)	Any deposit or prepayment referred to in this Clause 21.3 may only be funded by way of Subordinated Debt or equity subscription, provided that any Subordinated Debt or equity subscriptions are subject to a Security Interest created under a Security Document in form and substance satisfactory to the Agent.


22.	GENERAL UNDERTAKINGS

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.


22.1	Authorisations

Each Obligor shall promptly:


(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and


(b)	supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:




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(i)	enable it to perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; or


(ii)	own its assets and carry on its business as it is being conducted.


22.2	Compliance with laws

Each Obligor shall comply in all respects with all laws to which it may be subject, if failure to comply has or is reasonably likely to have a Material Adverse Effect.


22.3	Negative pledge

In this Clause 22.3, Quasi-Security means an arrangement or transaction described in paragraph (b) below.


(a)	No Obligor shall create or permit to subsist any Security over any of its assets.


(b)	No Obligor shall:


(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired or acquired by it;


(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;


(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or


(iv)	enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


(c)	Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:


(i)	the Transaction Security;

(ii)

any Security arising under clause 24 or clause 25 of the general terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) or any similar term applied by a financial institution in The Netherlands pursuant to its general terms and conditions, but only insofar as such Security secures the costs for administration and properly incurred fees directly related to administering the bank accounts subject to such Security in accordance with their terms and conditions;


(iii)	any lien arising by operation of law and in the ordinary course of trading;


(iv)	any Security that is released on or prior to the Utilisation Date; or


(v)	any Security arising with the prior written consent of the Agent.


22.4	Disposals




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(a)	No Obligor shall enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to dispose of all or any part of any asset.


(b)	Paragraph (a) above does not apply to any disposal:


(i)	permitted under Clause 23.2 (Occupational Leases);


(ii)	of the Property or the shares or membership rights (as applicable) in the Borrower, in each case in accordance with paragraph (c) below; or


(iii)	of cash by way of a payment out of an Account in accordance with this Agreement.


(c)	An Obligor may dispose of the Property or the shares or membership rights (as applicable) in the Borrower if:


(i)	the Lenders have given their prior written consent to that disposal;


(ii)	no Default is continuing or would result from that disposal;


(iii)	that disposal is of the whole (and not part) of the Property or all the shares or membership rights (as applicable) in the Borrower; and


(iv)	that disposal is on arm's length terms to an unrelated third party.


(d)	The Obligors must ensure that the Disposal Proceeds are immediately applied either:


(i)	in accordance with Clause 7.4 (Mandatory prepayment); or


(ii)	(in the case of the disposal of the Property) paid into the Deposit Account for application in accordance with paragraph (c) of Clause 17.6 (Deposit Account).


22.5	Financial Indebtedness


(a)	No Obligor may incur or permit to be outstanding any Financial Indebtedness.


(b)	Paragraph (a) above does not apply to any:


(i)	Financial Indebtedness incurred under the Finance Documents;


(ii)	Financial Indebtedness repaid prior to the Utilisation;


(iii)	Subordinated Debt;


(iv)	Tenant Deposits; or


(v)	Financial Indebtedness incurred with the prior written consent of the Agent.


22.6	Lending and guarantees


(a)	No Obligor may be the creditor in respect of any loan or any form of credit to any person other than another Obligor by way of Subordinated Debt.




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(b)	No Obligor may give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Obligor assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents.


22.7	Merger


(a)	No Obligor shall enter into any amalgamation, demerger, merger or corporate reconstruction.


(b)	Paragraph (a) above does not apply to any disposal permitted pursuant to Clause 22.4 (Disposals).


(c)	Each Obligor shall at all times conduct itself and its business separately from any other entity or business.


22.8	Change of business


(a)	No Obligor may carry on any business other than:


(i)	in the case of the Guarantors, the ownership of the Borrower; and


(ii)	in the case of the Borrower, the ownership and management of its interests in the Property.


(b)	No Guarantor may have any Subsidiary other than the Borrower.


(c)	The Borrower may not have any Subsidiary.


(d)	No Obligor:


(i)	will have any employees; or


(ii)	will have any obligation in respect of any retirement benefit or occupational pension scheme.


22.9	Anti-corruption, anti-money laundering and anti-bribery laws


(a)	No Obligor shall (and the Borrower shall ensure that no other Transaction Obligor will) directly or indirectly use the proceeds of the Facility for any purpose which would breach (i) the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions or (ii) any applicable anti-money laundering laws.


(b)	Each Obligor shall (and the Borrower shall ensure that each other Transaction Obligor will):


(i)	conduct its businesses in compliance with applicable anti-corruption laws, anti-money laundering laws and anti-bribery laws; and


(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws.


22.10	Sanctions


(a)	No Obligor shall (and the Borrower shall ensure that no other Transaction Obligor will):


(i)	use, lend, contribute or otherwise make available any part of the proceeds of the Loan or other transaction contemplated by this Agreement directly or indirectly:




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(A)	for the purpose of financing any trade, business or other activities involving, or for the benefit of, any Restricted Party; or


(B)	in any other manner that would reasonably be expected to result in it or any other Party being in breach of any Sanctions or becoming a Restricted Party; or


(ii)	fund all or part of any payment in connection with a Finance Document out of proceeds derived from business or transactions with a Restricted Party, or from any action which is in breach of any Sanctions or which could reasonably be expected to cause any Party to become a Restricted Party,

to the extent, in each case, such use, lending, contributing or otherwise making available or funding would lead to non-compliance by it or any Party with any Sanctions.


(b)	Each Obligor shall (and the Borrower shall ensure that each other Transaction Obligor and any director, officer or employee of it and any other Transaction Obligor will):


(i)	ensure that it is not a Restricted Party or engages in any transaction or conduct that is reasonably likely to result in it becoming a Restricted Party, provided that, where it relates to paragraph (b) of the definition of "Restricted Party", only to the extent that such engagement would lead to non-compliance by it or any Party with any Sanctions;


(ii)	not engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach any Sanctions applicable to it, to the extent that such evasion or avoidance would lead to non-compliance by it or any Party with any Sanctions; and


(iii)	not engage in any trade, business or other activities with or for the benefit of any Restricted Party, to the extent that such engagement would lead to non-compliance by it or any Party with any Sanctions.


(c)	Each Obligor shall (and the Borrower shall ensure that each other Transaction Obligor will) ensure that appropriate controls and safeguards are in place designed to prevent any action being taken that would be contrary to paragraph (a) and/or (b) above.

(d)

Each Obligor shall (and the Borrower shall ensure that each other Transaction Obligor will) procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held in its name with any Finance Party or any Affiliate of any Finance Party, to the extent crediting any such bank account would lead to non-compliance by it or any other Party with any Sanctions.


(e)	Each Obligor shall (and the Borrower shall ensure that each other Transaction Obligor will) to the extent permitted by law, promptly upon becoming aware of them supply to the Finance Parties details of any claim, action, suit, litigation, arbitration, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

(f)

Each Obligor shall (and the Borrower shall ensure that each other Transaction Obligor will) comply in all respects with Sanctions. The Borrower shall deliver to the Finance Parties any certificates or other evidence requested from time to time by any Finance Party in its reasonable discretion, to confirm a Transaction Obligor's compliance with this Clause 22.10 to the extent the same is requested so as to enable that Finance Party to comply with an applicable law or regulation or request made of it by a regulatory body or an adviser which that Finance Party is customarily in the habit of complying with in respect of such matters.




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(g)

The covenants set out in paragraphs (a) to (f) above (inclusive) to, amongst others, the German Finance Parties are made only to the extent that such German Finance Parties would be permitted to make such covenant pursuant to Section 7 of the Foreign Trade Ordinance (Außenwirtschaftsverordnung) (which includes covenants relating to economic, financial and/or trade sanctions or embargoes administered, enacted or enforced by the Federal Republic of Germany, the United Nations or the European Union).


22.11	Acquisitions

No Obligor may make any acquisition or investment other than as permitted under this Agreement.


22.12	Other agreements

No Obligor may enter into any agreement other than:


(a)	the Transaction Documents;


(b)	any agreement:


(i)	expressly allowed under any other term of this Agreement;


(ii)	with another Obligor;


(iii)	with external professional advisors for the provision of professional tax, legal, valuation, accounting or audit advice reasonably required in connection with its day to day operations related to the operation of the Property;


(iv)	that relates to the provision of utilities to the Property provided that any such contract is with a licensed utility company; or


(v)	entered into on arm's length terms in the ordinary course of the ownership, operation, management or maintenance of the Property at any time when a Default is not continuing.


22.13	Shares, dividends and share redemption


(a)	No Obligor shall issue any further shares or membership rights (as applicable) or amend any rights attaching to its issued shares or membership rights (as applicable).


(b)	Except as permitted under paragraph (c) below, no Obligor shall:


(i)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) or membership rights;


(ii)	repay or distribute any dividend or share premium reserve;


(iii)	pay any management, advisory or other fee to or to the order of any of the shareholders of the Transaction Obligors or holders of membership rights in the Borrower; or


(iv)	redeem, repurchase, defease, retire or repay any of its share capital or membership rights or resolve to do so.


(c)	Paragraph (b) above does not apply to a Permitted Payment.




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22.14	Fiscal unity

No Obligor may be a member of a value added or corporate income tax fiscal unity or tax group (except that, for U.S. federal income tax purposes, each Obligor may continue to be disregarded as an entity separate from the Shareholder).


22.15	Taxes


(a)	Each Obligor must pay all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that):


(i)	payment of those Taxes is being contested in good faith;


(ii)	adequate reserves are being maintained for those Taxes and the costs required to contest them; and


(iii)	failure to pay those Taxes is not reasonably likely to have a Material Adverse Effect.


(b)	Each Obligor must ensure that its residence for Tax purposes is in its Original Jurisdiction provided that this paragraph (b) shall not limit any Obligor’s ability to elect, under Section 301.7701-3 of the US Treasury Regulations, to change its entity classification for US federal income tax purposes.


22.16	Ownership

The Guarantors must ensure that at all times they jointly legally and beneficially own and control the entire share capital or membership rights (as applicable) of the Borrower.


22.17	Syndication


(a)	Each Obligor must (and must procure that the other Transaction Obligors will) give any assistance which the Arranger reasonably requires in relation to the syndication of the Finance Documents (Syndication) including, but not limited to promptly:


(i)	providing any information reasonably requested by the Arranger or potential Lenders in connection with Syndication;


(ii)	providing all relevant information about the Transaction Obligors to potential Lenders including information reasonably requested by the Arranger;


(iii)	making available the senior management and representatives of the Obligors for the purposes of giving presentations to, and participating in meetings with, potential Lenders at such times and places as the Arranger may reasonably request;


(iv)	assisting in the preparation of an information memorandum in connection with Syndication; and


(v)	arranging inspections of the Property by potential Lenders for their due diligence purposes at such times as the Arranger may reasonably request.


(b)	No Obligor will be obliged to take any steps under paragraph (a) above if, as a result, it would incur third party costs or expenses or suffer any loss, unless the Agent confirms that it will pay to that Obligor the amount of those reasonable losses, costs and expenses.




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(c)	Each Obligor must (at the cost of the relevant Lender) use its best endeavours to provide any information or documentation required by any Lender to assist it with any steps required to enable all or part of the Loan to meet any future changes to the German Pfandbrief eligibility criteria.

(d)

Each Lender will inform the other Finance Parties if it approaches any person with a view to Syndication and shall cooperate with the Agent in maintaining a register for the recording of the names and addresses of any New Lender becoming a Finance Party as part of any Syndication and the principal amount (and stated interest, being the Margin and the applicable EURIBOR at that time) of the Commitment of that New Lender as is necessary to comply with requirement under US law to maintain the obligations in registered form.


22.18	Securitisation


(a)	Each Obligor must (and must procure that the other Transaction Obligors will) promptly:


(i)	use all reasonable endeavours to assist the Arranger, Agent and the Security Agent with any steps a Finance Party may reasonably wish to take to achieve a successful Securitisation;


(ii)	use its reasonable endeavours to supply the Agent with all information which a Finance Party may require in connection with that Securitisation; and


(iii)	use its reasonable endeavours to ensure full compliance with the listing rules of any applicable stock exchange or of any other relevant regulatory body that may become applicable as a result of that Securitisation.


(b)	No Obligor will be obliged to take any steps under paragraph (a) above if, as a result, it would incur third party costs or expenses or suffer any loss, unless the Agent confirms that it will pay to that Obligor the amount of those reasonable losses, costs and expenses.


22.19	Ineligibility Event

If any law, regulation or administrative procedure (geübte Verwaltungspraxis) (in each case, including any introduction, change or change of interpretation or application thereof) by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) or any other authority, in charge of, entrusted with or entitled to supervise the eligibility of assets by credit institutions for submission to the cover pool and/or to refinance such assets by issuing of mortgage bond(s), has the effect that any mortgage bank (Pfandbriefbank), which is a party to this Agreement, is not able or is restricted in its ability to submit the Loan to its cover pool and/or to refinance the Loan by the issue of mortgage bond(s) (an Ineligibility Event), the Obligors undertake to amend promptly, and in any event within one Month after notification by the Agent to the Borrower, any clause in any of the Finance Documents which is necessary for the Pfandbriefbank, which are party to this Agreement, to overcome the relevant Ineligibility Event.


22.20	United States laws


(a)	In this Clause 22.20:

Margin Regulations means Regulations T, U and X issued by the Board of Governors of the United States Federal Reserve System.

Margin Stock means "margin stock" or "margin securities" as defined in the Margin Regulations.




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(b)	No Obligor may:


(i)	extend credit for the purpose, directly or indirectly, of buying or carrying Margin Stock; or


(ii)	use the Loan, directly or indirectly, to buy or carry Margin Stock or for any other purpose in violation of the Margin Regulations.


(c)	No Obligor may use any part of the Loan to acquire any security in a transaction that is subject to the reporting requirements of section 13 or 14 of the United States Securities Exchange Act of 1934.


22.21	Compliance with ERISA


(a)	The Borrower shall ensure that it shall not at any time establish, maintain, contribute to or be required or permitted to contribute to any Employee Plan or Multiemployer Plan or become a guarantor with respect to any such plan.


(b)	The Borrower shall ensure that it shall not incur any liability in respect of any Employee Plan or any Multiemployer Plan of any ERISA Affiliate.


22.22	Conditions Subsequent


(a)	The Borrower must provide to the Agent:


(i)	a copy of the VAT registration certificate for the Borrower by no than 42 days after the Utilisation Date; and


(ii)	evidence that it has executed the cap trade under the Hedging Agreement (delivered as a condition precedent under this Agreement) by no later than 5 Business Days after the Utilisation Date.


(b)	By no later than 30 Business Days after the Utilisation Date, the Borrower must deliver evidence to the Agent (in form and substance satisfactory to it) that the terrorism insurance entered into or to be entered into by it pursuant to Clause 23.11 (Insurances) complies with paragraphs (b) and (c) of Clause 23.11 (Insurances).


23.	PROPERTY UNDERTAKINGS


23.1	Title


(a)	The Borrower must exercise its rights and comply in all respects with any covenant, stipulation or obligation (restrictive or otherwise) at any time affecting (i) the Property (other than where not to do so is in the interests of good estate management and does not prejudice the interests of any Finance Party under any Finance Document) or (ii) title to the Property.

(b)

The Borrower may not agree to any amendment, supplement, waiver, surrender or release of any covenant, stipulation or obligation (restrictive or otherwise) at any time affecting the Property or title to the Property, including, without limitation, to agree on a servitude on the Property or act or allow any act which creates a servitude on the Property or to enter into ground lease agreements providing another party a right to ground lease the Property.


(c)	The Borrower must promptly take all such steps as may be necessary or desirable to enable the Security created by the Security Documents to be registered, where appropriate, at the Land Registry.




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23.2	Occupational Leases


(a)	The Borrower may not, without the prior written consent of the Agent:


(i)	enter into any Agreement for Lease;


(ii)	other than under an Agreement for Lease, grant or agree to grant any new Occupational Lease or grant any license or right to use any part of the Property;


(iii)	agree to any material amendment, supplement, extension, waiver, surrender or release in respect of any Lease Document (including, the relocation of tenants or the extension of the terms for payment of any Rental Income);


(iv)	exercise any right to break, determine or extend any Lease Document;


(v)	commence any forfeiture or irritancy proceedings in respect of any Lease Document;


(vi)	grant any licence or right to use or occupy any part of the Property;


(vii)	consent to any sublease or assignment of any tenant's interest under any Lease Document; or


(viii)	agree to any change of use under, or (except where required to do so under the terms of the relevant Lease Document) rent review in respect of, any Lease Document.


(b)	Paragraph (a) above does not apply to any activity or dealing with any Lease Document in respect of a Unit which is not a Major Unit.


(c)	The Borrower must:


(i)	diligently collect or procure to be collected all Rental Income;


(ii)	exercise its rights and comply with its obligations under each Lease Document; and


(iii)	use its reasonable endeavours to ensure that each tenant complies with its obligations under each Lease Document,

in a proper and timely manner other than where not to do so is in the interests of good estate management and does not prejudice the interests of any Finance Party under any Finance Document.


(d)	Any Lease Prepayment Proceeds must be paid into the Deposit Account for application in accordance with Clause 17.6 (Deposit Account).


(e)	Each Obligor must supply to the Agent a copy of each Lease Document, a copy of each amendment, supplement or extension to a Lease Document and a copy of each document recording any rent review in respect of a Lease Document promptly upon entering into the same.


(f)	The Obligors must use their reasonable endeavours to find tenants for any vacant lettable space in the Property with a view to granting a Lease Document with respect to that space.


23.3	Ground Leases and other rights in rem


(a)	The Borrower must:




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(i)	in a proper and timely manner:


(A)	exercise its rights and comply with its obligations under the Ground Lease and each other document creating a right in rem for the benefit of the Borrower; and


(B)	use its reasonable endeavours to ensure that the landlord complies with its obligations under the Ground Lease and each other document creating a right in rem for the benefit of the Borrower;


(C)	if so required by the Security Agent, promptly apply for relief against forfeiture of the Ground Lease (in a manner that should preserve any Occupational Leases granted out of that Ground Lease interest); and


(ii)	use its best endeavours to ensure that neither the Ground Lease nor any other document creating a right in rem for the benefit of the Borrower is terminated or cancelled.


(b)	The Borrower may not:


(i)	agree to any amendment, supplement, waiver, surrender or release of the Ground Lease or under any document creating a right in rem for the benefit of the Borrower in respect of the Property;


(ii)	exercise any right to break, determine or extend the Ground Lease or any document creating a right in rem for the benefit of the Borrower;


(iii)	agree to any review of the ground rent payable under the Ground Lease or under any other document creating a right in rem for the benefit of an Obligor; or


(iv)	do or allow to be done any act as a result of which the Ground Lease or under any other document creating a right in rem for the benefit of an Obligor may become liable to cancellation or termination.


23.4	Maintenance


(a)	The Borrower must ensure that all buildings, plant, machinery, fixtures and fittings on the Property are in, and maintained in:


(i)	good and substantial repair and condition and, as appropriate, in good working order; and


(ii)	such repair, condition and, as appropriate, good working order as to enable them to be let in accordance with all applicable laws and regulations.


(b)	The Borrower must carry out any energy efficiency improvements necessary, or take any other steps necessary, to ensure that at all times each part of the Property which is designed to be let can be let or can continue to be let without breaching any applicable laws or regulations in respect of minimum levels of energy efficiency for properties.


23.5	Development


(a)	The Borrower may not:




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(i)	make or allow to be made any application for planning permission in respect of any part of the Property; or


(ii)	carry out, or allow to be carried out, any demolition, construction, structural alterations or additions, development or other similar operations in respect of any part of the Property.


(b)	Paragraph (a) above shall not apply to:


(i)	the maintenance of the buildings, plant, machinery, fixtures and fittings in accordance with the Transaction Documents;


(ii)	any alterations or improvements which a tenant is entitled to undertake in accordance with the terms of the relevant Lease Document and in respect of which the Borrower in its capacity as landlord is required to give its consent pursuant to the terms of that Lease Document;


(iii)	any demolition, construction, structural alterations or additions, development or other similar operations as set out in the Business Plan;


(iv)	the carrying out of non-structural improvements or alterations which affect only the interior of any building on the Property; or


(v)	any demolition, construction, structural alterations or additions, development or other similar operations undertaken with the prior written consent of the Agent.


(c)	The Borrower must comply in all material respects with all planning laws, permissions, agreements and conditions to which the Property may be subject.


23.6	Notices

The Borrower must, within 14 days after the receipt by the Borrower of any application, requirement, order or notice served or given by any public or local or any other authority or any landlord with respect to the Property (or any part of it):


(a)	deliver a copy to the Agent; and


(b)	inform the Agent of the steps taken or proposed to be taken to comply with the relevant requirement, order or notice.


23.7	Access and Investigation of title

The Borrower must grant the Security Agent or its lawyers:


(a)	prior to a Default which is continuing, on an annual basis and during normal business hours, or at any time after a Default is continuing, access to the Property to conduct site visits; and


(b)	on request, all facilities within the power of the Borrower to enable the Security Agent or its lawyers to:


(i)	carry out investigations of title to the Property; and


(ii)	make such enquiries in relation to any part of the Property as a prudent mortgagee might carry out,




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provided the Agent will act with regard to the rights of the tenants under any applicable Lease Document.


23.8	Power to remedy


(a)	If the Borrower fails to perform any material obligations under the Finance Documents affecting the Property, the Borrower must allow the Security Agent or its agents and contractors:


(i)	to enter any part of the Property;


(ii)	to comply with or object to any notice served on the Borrower in respect of the Property; and


(iii)	to take any action that the Security Agent may reasonably consider necessary or desirable to prevent or remedy any breach of any such term or to comply with or object to any such notice.


(b)	The Borrower must, within 5 Business Days of request by the Security Agent, pay the costs and expenses of the Security Agent or its agents and contractors incurred in connection with any action taken by it under this Clause.


(c)	No Finance Party shall be obliged to account as mortgagee in possession as a result of any action taken under this Clause.


23.9	Managing Agents


(a)	The Borrower may not:


(i)	appoint (or permit the appointment of) any Managing Agent;


(ii)	amend, supplement, extend or waive (or permit any amendments, supplements, extension or waivers being made to) the terms of appointment of any Managing Agent; or


(iii)	terminate (or permit the termination of) the appointment of any Managing Agent,

without the prior written consent of, and on terms approved by, the Agent.


(b)	The Borrower must ensure that each Managing Agent of the Property:


(i)	enters into a Duty of Care Agreement with the Security Agent in form and substance satisfactory to the Agent;


(ii)	acknowledges to the Security Agent that it has notice of the Security created by the Finance Documents; and


(iii)	agrees to pay all Rental Income received by it into the Rent Account without any withholding, set-off or counterclaim.


(c)	If a Managing Agent is in default of its obligations under its management agreement and, as a result, the Borrower is entitled to terminate that management agreement or an Event of Default has occurred, then, if the Agent so requires, the Borrower must promptly use all reasonable endeavours to:


(i)	terminate the management agreement; and


(ii)	appoint a new Managing Agent in accordance with this Clause 23.9.




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23.10	Asset Managers


(a)	The Borrower may not:


(i)	appoint (or permit the appointment of) any Asset Manager;


(ii)	amend, supplement, extend or waive (or permit any amendments, supplements, extension or waivers being made to) the terms of appointment of any Asset Manager; or


(iii)	terminate (or permit the termination of) the appointment of any Asset Manager,

without the prior written consent of, and on terms approved by, the Agent.


(b)	The Borrower must ensure that any Asset Manager:


(i)	enters into a Duty of Care Agreement with the Security Agent in form and substance satisfactory to the Agent; and


(ii)	acknowledges to the Security Agent that it has notice of the Security created by the Finance Documents.


(c)	If an Asset Manager is in default of its obligations under its asset management agreement and, as a result, the Borrower is entitled to terminate that asset management agreement or an Event of Default has occurred, then, if the Agent so requires, the Borrower must promptly use all reasonable endeavours to:


(i)	terminate the asset management agreement; and


(ii)	appoint a new Asset Manager in accordance with this Clause 23.10.


23.11	Insurances


(a)	The Borrower must ensure that, at all times from the Utilisation Date, Insurances are maintained in full force and effect, which:


(i)	insure the Borrower in respect of its interests in the Property and the plant and machinery on the Property (including fixtures and improvements) for their full replacement value (being the total cost of entirely rebuilding, reinstating or replacing the relevant asset if it is completely destroyed, together with all related fees and demolition costs);


(ii)	provide cover against loss or damage by fire, storm, tempest, flood, earthquake, lightning, explosion, impact, aircraft and other aerial devices and articles dropped from them, riot, civil commotion and malicious damage, bursting or overflowing of water tanks, apparatus or pipes and all other normally insurable risks of loss or damage for a property of the type of the Property;


(iii)	provide cover for site clearance, shoring or propping up, professional fees and value added tax together with adequate allowance for inflation;


(iv)	provide cover against acts of terrorism, including any third party liability arising from such acts;




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(v)	provide cover for loss of rent (in respect of a period of not less than three years or, if longer, the minimum period required under the Lease Documents) including provision for any increases in rent during the period of insurance;


(vi)	include property owners' public liability and third party liability insurance with a limit of not less than EUR 10,000,000;


(vii)	insure such other risks as a prudent company or other person in the same business as the Borrower would insure;


(viii)	complies with any requirement notified in writing by the Agent to the Borrower as being required by § 15 of the German Mortgage Act (Pfandbriefgesetz); and


(ix)	in each case are in an amount, and in form, and with an insurance company or underwriters, acceptable at all times to the Agent.


(b)	Subject to paragraph (b) of Clause 22.22 (Conditions Subsequent), the Borrower must procure that the Security Agent (as security agent and trustee for the Secured Parties) is named as composite insured in respect of its own separate insurable interest under each of the Insurances (other than public liability and third party liability insurances) but without:


(i)	any liability on the part of the Security Agent or any other Finance Party for any premium in relation to those Insurances (unless the Security Agent has expressly and specifically requested in writing to be made liable in respect of any increase in premium or unpaid premium in respect of any of those Insurances); or

(ii)

any obligation on the part of the Security Agent or any other Finance Party to make any disclosure to any insurer or any insurance broker in relation to those Insurances unless and until the Security Agent becomes a mortgagee in possession of the Property, in which circumstance an obligation shall apply on the part of the Security Agent or any other Finance Party to make disclosure to any insurer or any insurance broker in relation to the Insurance or Insurances in respect of the Property pursuant to the terms of that Insurance or those Insurances.


(c)	Subject to paragraph (b) of Clause 22.22 (Conditions Subsequent), the Borrower must procure that the Insurances comply with the following requirements:


(i)	each of the Insurances must contain:


(A)	a non-invalidation and non-vitiation clause under which the Insurances will not be avoided or vitiated as against any insured party as a result of any circumstances beyond the control of that insured party or any misrepresentation, non-disclosure, or breach of any policy term or condition, on the part of any other insured party or any agent of any other insured party;


(B)	a waiver of the rights of subrogation of the insurer as against the Borrower, each Secured Party and the tenants of the Property other than any such rights arising in connection with any fraud or criminal offence committed by any of those persons in respect of the Property or any Insurance; and


(C)	a loss payee clause under which the Security Agent is named as first loss payee in respect of any claim or series of connected claims in excess of EUR100,000 (other




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than in respect of any claim under any public liability and third party liability insurances);


(ii)	each insurer must give at least 30 days' prior written notice to the Security Agent if it proposes to:


(A)	repudiate, rescind or cancel any Insurance;


(B)	treat any Insurance as avoided in whole or in part;


(C)	treat any Insurance as expired due to non-payment of premium; or


(D)	otherwise decline any claim under any Insurance by or on behalf of any insured party,

and, in respect of paragraph (C) above, must in the notice give the Security Agent the opportunity to rectify any such non-payment of premium within the notice period; and


(iii)	the Borrower must be free to assign or otherwise grant Security over all amounts payable to it under each of its Insurances and all its rights in connection with those amounts in favour of the Security Agent.


(d)	The Borrower must ensure that the Agent receives copies of the Insurances, receipts for the payment of premiums for insurance and any information in connection with the Insurances and claims under them which the Agent may reasonably require.


(e)	The Borrower must promptly notify the Agent of:


(i)	the proposed terms of any future renewal of any of the Insurances;


(ii)	any amendment, supplement, extension, termination, avoidance or cancellation of any of the Insurances made or, to its knowledge, threatened or pending;


(iii)	any claim in excess of EUR 100,000, and any actual or threatened refusal of any claim in excess of EUR 100,000, under any of the Insurances; and


(iv)	any event or circumstance which has led or may lead to a breach by the Borrower of any term of this Clause.


(f)	The Borrower must:


(i)	comply with the terms of the Insurances;


(ii)	not do or permit anything to be done which may make void or voidable any of the Insurances; and


(iii)	comply with all reasonable risk improvement requirements of its insurers.


(g)	The Borrower must ensure that:


(i)	each premium for the Insurances is paid within the period permitted for payment of that premium; and


(ii)	all other things necessary are done so as to keep each of the Insurances in force.




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(h)

The Borrower must ensure that all Insurances shall at all times be maintained with insurers of sound security and international reputation (as regards participation, relevant underwriting expertise and size of commitment), which have at least the required Requisite Rating prior to inception and at each subsequent renewal (or if not, is approved in advance in writing by the Agent), provided that if at any time the insurer's credit rating falls below the required Requisite Rating, the Borrower shall promptly notify the Agent of such downgrade and if requested by the Agent, replace such insurer with an insurer meeting the required Requisite Rating or arrange for facultative reinsurance with reinsurers meeting the required Requisite Rating.


(i)	If the Borrower fails to comply with any term of this Clause 23.11, the Agent may, at the expense of the Borrower, effect any insurance and generally do such things and take such other action as the Agent may reasonably consider necessary or desirable to prevent or remedy any breach of this Clause 23.11.


(j)	(%3) Except as provided below, the proceeds of any Insurances of EUR100,000 or more must, if the Agent so requires, be paid into the Deposit Account for application in accordance with Clause 17.6 (Deposit Account).


(i)	To the extent required by the basis of settlement under any Insurances or under any Lease Document, the Borrower must apply moneys received under any Insurances in respect of the Property towards replacing, restoring or reinstating the Property.


(ii)	The proceeds of any loss of rent insurance will be treated as Rental Income and applied in such manner as the Agent (acting reasonably) requires to have effect as if it were Rental Income received over the period of the loss of rent.


(iii)	Moneys received under public liability and third party liability policies held by the Borrower which are required by the Borrower to satisfy established liabilities of the Borrower to third parties must be used to satisfy these liabilities.


23.12	Acquisition Documents and W&I Insurance


(a)	The Borrower shall procure that the W&I Insurance is maintained in full force and effect until the expiry date stated therein.


(b)	The Borrower shall not do or permit anything to be done which would or might reasonably be expected to make void or voidable the W&I Insurance.


(c)	If the Agent so requests in writing, the Borrower shall diligently pursue any warranty claim it has pursuant to the terms of the Acquisition Documents and the W&I Insurance.


(d)	The proceeds of the W&I Insurance must be paid into the Deposit Account for application in accordance with Clause 17.6 (Deposit Account).


23.13	Environmental matters


(a)	Each Obligor must:


(i)	comply and ensure that any relevant third party complies with all Environmental Law;


(ii)	obtain, maintain and ensure compliance with all requisite Environmental Permits applicable to it or to the Property; and




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(iii)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law applicable to it or the Property,

where failure to do so has or is reasonably likely to have a Material Adverse Effect or result in any liability for a Finance Party.


(b)	Each Obligor must, promptly upon becoming aware, notify the Agent of:


(i)	any Environmental Claim started, or to its knowledge, threatened;


(ii)	any facts or circumstances reasonably likely to result in an Environmental Claim being started or threatened in writing; or


(iii)	any suspension, revocation or notification of any Environmental Permit.


(c)	Each Obligor must indemnify each Finance Party against any loss or liability which:


(i)	that Finance Party incurs as a result of any actual or alleged breach of any Environmental Law by any person; and


(ii)	would not have arisen if a Finance Document had not been entered into,

unless it is caused by that Finance Party's gross negligence or wilful misconduct.


24.	EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for Clause 24.17 (Acceleration)).


24.1	Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:


(a)	its failure to pay is caused by:


(i)	administrative or technical error; or


(ii)	a Disruption Event; and


(b)	payment is made within three Business Days of its due date.


24.2	Financial covenants

Any requirement of Clause 21 (Financial covenants) is not satisfied.


24.3	Other obligations


(a)	An Obligor does not comply with any term of:


(i)	Clause 8.3 (Hedging);




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(ii)	Clause 17 (Bank Accounts) (other than Clause 17.3 (Rent Account)), unless failure of an Obligor to perform or comply with that clause is caused solely by an administrative error;


(iii)	Clause 20.2 (Compliance Certificate) and Clause 20.8 (Notification of Default);


(iv)	Clause 22.1 (Authorisations) to Clause 22.11 (Acquisitions) (inclusive) and Clause 22.19 (Ineligibility Event) to Clause 22.21 (Compliance with ERISA) (inclusive);or


(v)	Paragraphs (a), (c) and (d) of Clause 23.2 (Occupational Leases), Clause 23.3 (Ground Leases and other rights in rem) or Clause 23.11 (Insurances).


(b)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment), Clause 24.2 (Financial covenants) and paragraph (a) above).


(c)	No Event of Default under paragraph (b) above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the earlier of (i) the Agent giving notice to the Borrower and (ii) any Transaction Obligor becoming aware of the failure to comply.


24.4	Misrepresentation


(a)	Any representation, warranty or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.


(b)	No Event of Default under paragraph (a) above will occur if the misrepresentation or misstatement or the circumstances giving rise to it is or are capable of remedy and is or are remedied within ten Business Days of the earlier of (i) the Agent giving notice to the Borrower and (ii) any Transaction Obligor becoming aware of the misrepresentation or misstatement.


24.5	Cross Default


(a)	Any Financial Indebtedness of any Transaction Obligor is not paid when due nor within any originally applicable grace period.


(b)	Any Financial Indebtedness of any Transaction Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).


(c)	Any commitment for any Financial Indebtedness of any Transaction Obligor is cancelled or suspended by a creditor of any Transaction Obligor as a result of an event of default (however described).


(d)	Any creditor of any Transaction Obligor becomes entitled to declare any Financial Indebtedness of any Transaction Obligor due and payable prior to its specified maturity as a result of an event of default (however described).


24.6	Insolvency


(a)	A Transaction Obligor:


(i)	is unable or admits inability to pay its debts as they fall due;


(ii)	is deemed to, or is declared to, be unable to pay its debts under applicable law;




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(iii)	suspends or threatens to suspend making payments on any of its debts; or


(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.


(b)	The value of the assets of any Transaction Obligor is less than its liabilities (taking into account contingent and prospective liabilities but disregarding any Subordinated Debt). No Event of Default under this paragraph (b) will occur if the Transaction Obligor is incorporated in The Netherlands.


(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.


24.7	Insolvency proceedings


(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:


(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor;


(ii)	a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;


(iii)	the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Transaction Obligor or any of its assets; or


(iv)	enforcement of any Security over any assets of any Transaction Obligor,

or any analogous procedure or step is taken in any jurisdiction.


(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.


24.8	United States Bankruptcy Laws


(a)	In this Clause 24.8, US Bankruptcy Law means the United States Bankruptcy Code or any other United States Federal or State bankruptcy, insolvency or similar law.


(b)	Any of the following occurs in respect of a US Debtor:


(i)	it makes a general assignment for the benefit of creditors;


(ii)	it commences a voluntary case or proceeding under any U.S. Bankruptcy Law; or


(iii)	an involuntary case under any US Bankruptcy Law is commenced against it and is not controverted within 20 days or is not dismissed or stayed within 60 days after commencement of the case; or


(iv)	an order for relief or other order approving any case or proceeding is entered under any US Bankruptcy Law.


24.9	Creditors' process




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Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a Transaction Obligor and is not discharged within 14 days.


24.10	Cessation of business

An Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business except as a result of any disposal allowed under this Agreement.


24.11	Unlawfulness and invalidity


(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Security Documents ceases to be effective or any subordination created under a Subordination Agreement is or becomes unlawful.


(b)	Any obligation or obligations of any Transaction Obligor under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Finance Parties under the Finance Documents.


(c)	Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under a Subordination Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.


24.12	Repudiation and rescission of agreements


(a)	A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.


(b)	Any party to the Acquisition Documents or the APA Business rescinds or purports to rescind or repudiates or purports to repudiate any of those agreements or instruments in whole or in part where to do so has or is, in the reasonable opinion of the Majority Lenders, likely to have a material adverse effect on the interests of the Lenders under the Finance Document


24.13	Compulsory purchase


(a)	Any part of the Property is compulsorily purchased or the applicable local authority makes an order for the compulsory purchase of all or any part of the Property; and


(b)	in the opinion of the Majority Lenders, taking into account the amount and timing of any compensation payable, the compulsory purchase has or will have a Material Adverse Effect.


24.14	Ground Leases and other rights in rem

Termination or cancellation proceedings with respect to the Ground Lease or other right in rem for the benefit of the Borrower are commenced or the Ground Lease or other right in rem for the benefit of the Borrower is terminated or cancelled.


24.15	Major damage


(a)	Any part of the Property is destroyed or damaged; and




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(b)	in the opinion of the Majority Lenders, taking into account the amount and timing of receipt of the proceeds of insurance effected in accordance with the terms of this Agreement, the destruction or damage has or will have a Material Adverse Effect.


24.16	Material adverse change

Any event or circumstance occurs which, in the opinion of the Majority Lenders, has or is reasonably likely to have a Material Adverse Effect.


24.17	Acceleration

(a)

If an Event of Default described in Clause 24.8 (United States Bankruptcy Laws) occurs, the Total Commitments will, if not already cancelled under this Agreement, be immediately and automatically cancelled and all amounts outstanding under the Finance Documents will be immediately and automatically due and payable, without the requirement of notice or any other formality, provided that if the US Debtor under Clause 24.8 (United States Bankruptcy Laws) is not the Borrower, all amounts due under the Finance Documents shall become immediately due and payable at the Agent’s election, in the Agent’s sole and absolute discretion.


(b)	On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders:


(i)	by notice to the Borrower:


(A)	in not already cancelled in terms of paragraph (a) above cancel the Total Commitments whereupon they shall immediately be cancelled;


(B)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or


(C)	declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or


(ii)	exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

Any notice given under this Clause 24.17 will take effect in accordance with its terms and must be copied by the Agent to each other Finance Party.


25.	CHANGES TO THE LENDERS


25.1	Assignments and transfers by the Lenders

Subject to this Clause 25, a Lender (the Existing Lender) may:


(a)	assign any of its rights; or


(b)	transfer by way of transfer of contract (contractsoverneming) any of its rights and obligations,

to any other person other than an individual (the New Lender).




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25.2	Borrower consent


(a)	The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:


(i)	to any bank, credit institution, financial institution, insurance and reinsurance company, and debt funds regularly investing in real estate loans on behalf of institutional investors, provided that such New Lender is regulated for the purpose of such investment activities within the European Union, the United States of America, Switzerland or Australia;


(ii)	to another Lender or an Affiliate of any Lender;


(iii)	to a fund which is a Related Fund of that Existing Lender; or


(iv)	made at a time when an Event of Default is continuing.


(b)	The consent of the Borrower to an assignment or transfer, if required, must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.


25.3	Conditions of assignment or transfer


(a)	An assignment will only be effective on:


(i)	receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and


(ii)	performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.


(b)	A transfer will only be effective if the procedure set out in Clause 25.6 (Procedure for transfer) is complied with.


(c)	If:


(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and


(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (c) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.




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(d)

Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.


25.4	Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of EUR3,000.


25.5	Limitation of responsibility of Existing Lenders


(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:


(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;


(ii)	the financial condition of any Transaction Obligor;


(iii)	the performance and observance by any Transaction Obligor of its obligations under the Finance Documents or any other documents; or


(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.


(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:


(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and


(ii)	will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.


(c)	Nothing in any Finance Document obliges an Existing Lender to:


(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or


(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Finance Documents or otherwise.


25.6	Procedure for transfer




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(a)

Subject to Clause 25.2 (Borrower consent) and the conditions set out in Clause 25.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.


(b)	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.


(c)	Subject to Clause 25.10 (Pro rata interest settlement), on the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by way of transfer of contract its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the Discharged Rights and Obligations);


(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)

the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents;


(iv)	the New Lender shall become a Party as a "Lender"; and


(v)	if all the Existing Lender's rights and obligations under the Finance Documents are transferred to the New Lender, the Existing Lender will cease to be a Lender under this Agreement.


(d)	Each Party (other than the Existing Lender and the New Lender) cooperates in advance (verleent medewerking bij voorbaat) with any transfer made in accordance with this Clause, and irrevocably authorises the Agent:


(i)	to enter into and deliver any duly completed Transfer Certificate on its behalf; and


(ii)	to accept notice of any transfer permitted under this Clause on its behalf.


25.7	Procedure for assignment

Lenders may utilise any procedure to assign their rights under the Finance Documents (but not without the consent of the relevant Obligor or unless in accordance with Clause 25.6 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the




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assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 25.3 (Conditions of assignment or transfer).


25.8	Copy of Transfer Certificate to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.


25.9	Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 25, each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:


(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and


(b)	any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:


(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or


(ii)	require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.


25.10	Pro rata interest settlement

(a)

If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 25.6 (Procedure for transfer) or any assignment pursuant to Clause 25.7 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):


(i)	any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period; and


(ii)	the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:


(A)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and




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(B)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 25.10, have been payable to it on that date, but after deduction of the Accrued Amounts.


(b)	In this Clause 25 references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

(c)

An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 25.10 (Pro rata interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.


26.	RESTRICTION ON DEBT PURCHASE TRANSACTIONS


26.1	Prohibition on Debt Purchase Transactions by the Group

The Borrower may not, and must procure that each other member of the Group does not, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraph (b) or (c) of the definition of Debt Purchase Transaction.


26.2	Disenfranchisement of Sponsor Affiliates


(a)	For so long as a Sponsor Affiliate:


(i)	beneficially owns a Commitment; or


(ii)	has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated,

in ascertaining:


(A)	the Majority Lenders; or


(B)	whether:


I.	any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or


II.	the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents,

such Commitment will be deemed to be zero and such Sponsor Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement will be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).




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(b)	Each Lender must, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Sponsor Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 6 (Forms of Notifiable Debt Purchase Transaction Notice).


(c)	A Lender must promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:


(i)	is terminated; or


(ii)	ceases to be with a Sponsor Affiliate,

such notification to be substantially in the form set out in Part 2 of Schedule 6 (Forms of Notifiable Debt Purchase Transaction Notice).


(d)	Each Sponsor Affiliate that is a Lender agrees that:


(i)	in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it will not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and


(ii)	in its capacity as Lender, unless the Agent otherwise agrees, it will not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders.


26.3	Sponsor Affiliates' notification to other Lenders of Debt Purchase Transactions

Any Sponsor Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant must, by 5:00 p.m. on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Agent must promptly disclose such information to the Lenders.


27.	CHANGES TO THE TRANSACTION OBLIGORS


27.1	Assignments and transfer by Transaction Obligors

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.


27.2	Additional Subordinated Creditors


(a)	The Borrower may request that any person becomes a Subordinated Creditor, with the prior written approval of the Agent, by delivering to the Agent:


(i)	a duly executed Subordination Accession Agreement;


(ii)	a duly executed Subordinated Creditor's Security Agreement; and


(iii)	such constitutional documents, corporate authorisations and other documents (including legal opinions) and matters as the Agent may reasonably require, in form and substance satisfactory




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to the Agent, to verify that the person's obligations are legally binding, valid and enforceable and to satisfy any applicable legal and regulatory requirements.


(b)	A person referred to in paragraph (a) above will become a Subordinated Creditor on the date the Agent enters into the Subordination Agreement, Subordination Accession Agreement and the Subordinated Creditor's Security Agreement delivered under paragraph (a) above.

(c)

If the accession of a Subordinated Creditor requires any Finance Party or prospective new Lender to carry out all necessary "know your customer" checks or other similar checks under any applicable law or regulation in circumstances where the necessary information is not already available to it, the Borrower must, promptly on request by any Finance Party, supply, or procure the supply of, any documentation or other evidence reasonably requested by that Finance Party (whether for itself, or on behalf of any other Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of those checks


28.	ROLE OF THE AGENT, THE SECURITY AGENT, THE ARRANGER AND THE REFERENCE BANKS


28.1	The Agent and the Security Agent


(a)	Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.


(b)	The Security Agent declares that it holds the security created by a Security Document, on behalf of the Secured Parties as their authorised attorney or agent in accordance with the terms of those Security Documents.


(c)	Unless expressly provided to the contrary in any Finance Document, the Security Agent in its capacity as security trustee declares that it holds the Security Assets governed by English law on trust for the Secured Parties on the terms contained in this Agreement.


(d)	Each of the Finance Parties authorises the Agent and the Security Agent to:


(i)	perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent and the Security Agent (as applicable) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and


(ii)	enter into and deliver each Finance Document expressed to be entered into by that Agent.


(e)	Without prejudice to the generality of paragraph (d) above each Finance Party:


(i)	confirms its approval of each Security Document; and


(ii)	authorises and directs the Security Agent (by itself or by such person(s) as it may nominate) to enter into and enforce the Security Documents as trustee or agent or as otherwise provided (and whether or not expressly in the names of the Finance Parties) on its behalf.


(f)	Each Finance Party authorises the Agent and the Security Agent to:


(i)	execute the rights and make decisions assigned to the Agent and the Security Agent in the Finance Documents on the instruction of the Majority Lenders or the Lenders, as applicable;




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(ii)	be its agent and attorney under and in connection with each other Finance Document; and


(iii)	execute and deliver to its legal counsel a power of attorney to sign all documents referred to in paragraphs (i) and (ii) above.


(g)	Subject to Clause 28.13 (Resignation of the Agent and the Security Agent), the Agent and Security Agent must ensure that as long as Deutsche Pfandbriefbank AG is a Lender, Deutsche Pfandbriefbank AG will remain as the Agent and Security Agent.


28.2	Enforcement through Security Agent only

Subject to the provisions of the Security Documents, the Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.


28.3	Instructions


(a)	Each of the Agent and the Security Agent shall:


(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent (as applicable) in accordance with any instructions given to it by:


(A)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and


(B)	in all other cases, the Majority Lenders; and


(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties).

(b)

Each of the Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent or Security Agent (as applicable) may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent or Security Agent (as applicable) by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.


(d)	Paragraph (a) above shall not apply:


(i)	where a contrary indication appears in a Finance Document;


(ii)	where a Finance Document requires the Agent or the Security Agent to act in a specified manner or to take a specified action;




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(iii)

in respect of any provision which protects the Agent's or Security Agent's own position in its personal capacity as opposed to its role of Agent or Security Agent for the relevant Finance Parties or Secured Parties (as applicable) including, without limitation, Clause 28.6 (No fiduciary duties) to Clause 28.11 (Exclusion of liability) (inclusive), Clause 28.14 (Confidentiality) to Clause 28.22 (Custodians and nominees) (inclusive) and Clause 28.25 (Acceptance of title) to Clause 28.28 (Disapplication of Trustee Acts) (inclusive);


(iv)	in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:


(A)	Clause 29.1 (Order of application);


(B)	Clause 29.2 (Prospective liabilities); and


(C)	Clause 29.5 (Permitted deductions).

(e)

If giving effect to instructions given by the Majority Lenders would (in the Agent's or (as applicable) the Security Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 38 (Amendments and waivers), the Agent or (as applicable) Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent or Security Agent) whose consent would have been required in respect of that amendment or waiver.


(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:


(i)	it has not received any instructions as to the exercise of that discretion; or


(ii)	the exercise of that discretion is subject to paragraph (d)(iv) above,

the Agent or Security Agent shall do so having regard to the interests of (in the case of the Agent) all the Finance Parties and (in the case of the Security Agent) all the Secured Parties.

(g)

The Agent or the Security Agent (as applicable) may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.


(h)	Without prejudice to the remainder of this Clause 28.3 (Instructions), in the absence of instructions, each of the Agent and the Security Agent may act (or refrain from acting) as it considers to be in the best interest of (in the case of the Agent) the Finance Parties and (in the case of the Security Agent) the Secured Parties.

(i)

Neither the Agent nor the Security Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's prior written consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.


28.4	Duties of the Agent and Security Agent




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(a)	The duties of the Agent and the Security Agent under the Finance Documents are solely mechanical and administrative in nature.


(b)	Subject to paragraph (c) below, each of the Agent and the Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent or Security Agent (as applicable) for that Party by any other Party.


(c)	Without prejudice to Clause 25.8 (Copy of Transfer Certificate to Borrower), paragraph (b) above shall not apply to any Transfer Certificate.


(d)	Except where a Finance Document specifically provides otherwise, neither the Agent nor the Security Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.


(e)	If the Agent or the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.


(f)	If the Agent is aware of the non-payment of any principal, interest, or any fee payable to a Finance Party (other than the Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.


(g)	Each of the Agent and the Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).


28.5	Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.


28.6	No fiduciary duties


(a)	Nothing in any Finance Document constitutes:


(i)	the Agent or the Arranger as a trustee or fiduciary of any other person; or


(ii)	the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.


(b)	None of the Agent, the Security Agent or the Arranger shall be bound to account to any other Finance Party or (in the case of the Security Agent) any Secured Party for any sum or the profit element of any sum received by it for its own account.


28.7	Business with the Group


(a)	The Agent, the Security Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Transaction Obligor or Affiliate of a Transaction Obligor.


(b)	If it is also a Lender, each of the Agent, the Security Agent and the Arranger have the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as though it were not the Agent, the Security Agent or the Arranger (as applicable).




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(c)	Each of the Agent, the Security Agent and the Arranger may carry on any business with any Transaction Obligor or its related entities (including acting as an agent or a trustee in connection with any other financing).


28.8	Rights and discretions


(a)	Each of the Agent and the Security Agent may:


(i)	rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;


(ii)	assume that:


(A)	any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and


(B)	unless it has received written notice of revocation, that those instructions have not been revoked; and


(iii)	rely on a certificate from any person:


(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or


(B)	to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


(b)	Each of the Agent and the Security Agent may assume (unless it has received notice in writing to the contrary in its capacity as agent or security agent and trustee for the Finance Parties or Secured Parties respectively) that:


(i)	no Default has occurred (unless, in the case of the Agent, it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));


(ii)	any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and


(iii)	any notice or request made by the Borrower (other than the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.


(c)	Each of the Agent and the Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Agent and the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent or Security Agent (as applicable), (and so separate from any lawyers instructed by the Lenders) if the Agent or Security Agent (as applicable), in its reasonable opinion deems this to be desirable.




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(e)

Each of the Agent and the Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.


(f)	Each of the Agent and the Security Agent may act in relation to the Finance Documents and the Security Assets through its officers, employees and agents and shall not:


(i)	be liable for any error of judgment made by any such person; or


(ii)	be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Agent's or the Security Agent's (as applicable) gross negligence or wilful misconduct.


(g)	Unless a Finance Document expressly provides otherwise each of the Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent or security trustee under the Finance Documents.


(h)	Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Security Agent or the Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.


(i)	Each of the Agent, the Security Agent or the Arranger may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation.

(j)

Notwithstanding any provision of any Finance Document to the contrary, neither the Agent nor the Security Agent is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.


28.9	Responsibility for documentation


(a)	None of the Agent, the Security Agent or the Arranger, is responsible or liable for:

(i)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in or in connection with any Finance Document or the Property Report or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;


(ii)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Assets or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Assets; or




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(iii)	any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.


(b)	Except as provided above, none of the Agent, the Security Agent or the Arranger has any duty:

(i)

either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of any Transaction Obligor or its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or


(ii)	unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from any Transaction Obligor.


28.10	No duty to monitor

Neither the Agent nor the Security Agent shall be bound to enquire:


(a)	whether or not any Default has occurred;


(b)	as to the performance, default or any breach by any Party of its obligations under any Finance Document; or


(c)	whether any other event specified in any Finance Document has occurred.


28.11	Exclusion of liability


(a)	Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent, the Security Agent or any Receiver or Delegate), none of the Agent, the Security Agent nor any Receiver or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:


(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Assets, unless directly caused by its gross negligence or wilful misconduct;


(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Assets or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Assets;


(iii)	any shortfall which arises on the enforcement or realisation of the Security Assets; or


(iv)	without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:


(A)	any act, event or circumstance not reasonably within its control; or


(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,




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including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)

No Party (other than the Agent, the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Agent, the Security Agent, a Receiver or a Delegate, in respect of any claim it might have against the Agent, the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Asset and any officer, employee or agent of the Agent, the Security Agent, a Receiver or a Delegate may rely on this Clause 28.11 subject to Clause 1.6 (Third party rights). This paragraph (b) constitutes an irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet) as referred to in Section 6:253 of the Dutch Civil Code for the benefit of any Receiver or Delegate or any officer, employee or agent of the Agent, the Security Agent, Receiver or a Delegate.

(c)

Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent (as applicable) if the Agent or Security Agent (as applicable) has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent or the Security Agent (as applicable) for that purpose.


(d)	Nothing in this Agreement shall oblige the Agent, the Security Agent or the Arranger to carry out:


(i)	any "know your customer" or other checks in relation to any person; or


(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Agent, the Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the Security Agent or the Arranger.

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Agent, the Security Agent, any Receiver or Delegate, any liability of the Agent, the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Security Assets shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent, the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent, the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Agent, the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent, the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.




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28.12	Lenders' indemnity to the Agent and Security Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the Agent's, the Security Agent's or the Receiver's or the Delegate's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 32.10 (Disruption to Payment Systems etc), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or Security Agent) in acting as Agent, Security Agent, Receiver or Delegate under the Finance Documents (unless the relevant Agent, Security Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document).


(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent or the Security Agent pursuant to paragraph (a) above.


(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent or the Security Agent to an Obligor.


28.13	Resignation of the Agent and the Security Agent


(a)	Each of the Agent and the Security Agent may resign and appoint one of its Affiliates or, if any of the rights of a Lender under this Agreement are the subject of a Securitisation, the servicer or any similar person appointed in relation to that Securitisation as successor by giving written notice to the other Finance Parties and the Borrower.


(b)	Alternatively the Agent or the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the other Finance Parties and the Borrower) may appoint a successor Agent or Security Agent (as applicable).


(c)	If the Majority Lenders have not appointed a successor Agent or Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent or Security Agent (as applicable) (after consultation with the other Finance Parties and Borrower) may appoint a successor Agent or Security Agent (as applicable).

(d)

If the Agent or Security Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent or security agent and the Agent or Security Agent is entitled to appoint a successor Agent or Security Agent under paragraph (c) above, the Agent or Security Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent or Security Agent to become a party to this Agreement as Agent or Security Agent) agree with the proposed successor Agent or Security Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent or Security Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's or Security Agent’s normal fee rates and those amendments will bind the Parties.


(e)	The retiring Agent or Security Agent (as applicable) shall make available to the successor Agent or Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or Security Agent may reasonably request for the purposes of performing its functions as Agent




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or Security Agent (as applicable) under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent or Security Agent (as applicable) for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.


(f)	The resignation notice of the Agent or Security Agent (as applicable) shall only take effect upon:


(i)	the appointment of a successor; and


(ii)	(in the case of the Security Agent) the legal, valid, binding and enforceable transfer of the Security Assets to that successor.

(g)

Upon the appointment of a successor, the retiring Agent or Security Agent (as applicable) shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 28.26 (Winding up of trust) and (e) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent), Clause 14.4 (Indemnity to the Security Agent) and this Clause 28 (and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.


(h)	After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent or Security Agent (as applicable), require it to resign in accordance with paragraph (b) above. In this event, the Agent or Security Agent (as applicable) shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Obligors.


(i)	The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:


(i)	the Agent fails to respond to a request under Clause 12.8 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;


(ii)	the information supplied by the Agent pursuant to Clause 12.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or


(iii)	the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.


(j)	The Borrower must, promptly and at its own cost, take any action and enter into and deliver any document which is required by the Agent or Security Agent to ensure that a Security Document for effective and perfected Security Interests is created in favour of any successor Security Agent.


28.14	Confidentiality




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(a)	In acting as agent or trustee for the Finance Parties, the Agent or Security Agent (as applicable) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.


(b)	If information is received by another division or department of the Agent or Security Agent, it may be treated as confidential to that division or department and the Agent or Security Agent (as applicable) shall not be deemed to have notice of it.


28.15	Relationship with the other Finance Parties


(a)	Subject to Clause 25.10 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:


(i)	entitled to or liable for any payment due under any Finance Document on that day; and


(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior written notice from that Lender to the contrary in accordance with the terms of this Agreement.


(b)	Any Lender may by written notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall:


(i)	contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 34.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made); and


(ii)	be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 34.2 (Addresses) and paragraph (a)(ii) of Clause 34.5 (Electronic communication).


(c)	The Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.


(d)	Each Finance Party shall supply the Security Agent with any information that the Security Agent may reasonably specify as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent.


28.16	Credit appraisal by the Lenders

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent, the Security Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:


(a)	the financial condition, status and nature of each member of the Group;




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(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Assets and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Assets;

(c)

whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Security Assets, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Assets;

(d)

the adequacy, accuracy or completeness of the Property Report and any other information provided by the Agent, the Security Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and


(e)	the right or title of any person in or to, or the value or sufficiency of any part of, the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.


28.17	Agent's and Security Agent's management time

(a)

Any amount payable to the Agent or Security Agent under Clause 14.3 (Indemnity to the Agent), Clause 14.4 (Indemnity to the Security Agent), Clause 16 (Costs and expenses) and Clause 28.12 (Lenders' indemnity to the Agent and Security Agent) shall include the cost of utilising the management time or other resources of the Agent or Security Agent (as applicable) and will be calculated on the basis of such reasonable daily or hourly rates as the Agent or Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee, if any, paid or payable to the Agent or Security Agent under Clause 11 (Fees).


(b)	Without prejudice to paragraph (a) above, in the event of:


(i)	a Default;


(ii)	the Agent or Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Agent or Security Agent, as applicable, and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Agent or Security Agent under the Finance Documents; or


(iii)	the Agent or Security Agent (as applicable) and the Borrower agreeing that it is otherwise appropriate in the circumstances,

the Borrower shall pay to the Security Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph (c) below.

(c)

If the Agent or Security Agent, as applicable, and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent or Security Agent (as applicable) and approved by the Borrower or, failing approval, nominated (on the application of the Agent or




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Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.


28.18	Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.


28.19	Reliance and engagement letters

Each Secured Party confirms that each of the Arranger, the Agent and the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger, the Agent or the Security Agent) the terms of any reliance letter or engagement letters relating to the Property Report or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of the Property Report, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.


28.20	No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:


(a)	require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor to any of the Security Assets;


(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;


(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;


(d)	take, or require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or


(e)	require any further assurance in relation to any Security Document.


28.21	Insurance by Agent or Security Agent


(a)	Neither the Agent nor the Security Agent shall be obliged:


(i)	to insure any of the Security Assets;


(ii)	to require any other person to maintain any insurance; or




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(iii)	to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and neither the Agent nor the Security Agent shall be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b)

Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.


28.22	Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust or held by the Security Agent on behalf of the Finance Parties as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to any trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.


28.23	Delegation by the Security Agent


(a)	Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.


(b)	That delegation may be made upon any terms and conditions (including the power to sub-delegate or with a right of substitution) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.


(c)	No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of, any such delegate or sub-delegate, sub-delegate or third party attorney (derde-gevolmachtigde).


28.24	Additional Security Agents


(a)	The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate agent, co-agent, attorney, trustee or as a co-trustee jointly with it:


(i)	if it considers that appointment to be in the interests of the Secured Parties;


(ii)	for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or


(iii)	for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.




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(b)	Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.


(c)	The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.


28.25	Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for, or bound to require any Transaction Obligor to remedy, any defect in its right or title.


28.26	Winding up of trust

If the Security Agent, with the approval of the Agent, determines that:


(a)	all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and


(b)	no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance Documents,

then:


(i)	the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and


(ii)	any Security Agent which has resigned pursuant to Clause 28.13 (Resignation of the Agent and the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.


28.27	Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.


28.28	Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.


28.29	Role of Reference Banks




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(a)	No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.


(b)	No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(c)

No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 28.29 subject to Clause 1.6 (Third party rights). This Clause 28.29 constitutes an irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet) as referred to in Section 6:253 of the Dutch Civil Code for the benefit of any entity which is a Reference Bank but which is not a Party.


28.30	Third party Reference Banks

A Reference Bank which is not a Party may rely on Clause 28.29 (Role of Reference Banks), Clause 38.3 (Other exceptions) and Clause 40 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.6 (Third party rights). This Clause 28.30 constitutes an irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet) as referred to in Section 6:253 of the Dutch Civil Code for the benefit of any officer, employee or agent of a Reference Bank.


28.31	Conflict of interest and powers of attorney

In light of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions pursuant to any other applicable law (including, without limitation, articles 3:68 and 7:416 of the Dutch Civil Code) (the Restrictions), this Clause 28.31 applies. Notwithstanding any relief from any Restriction by a Finance Party (in any capacity whatsoever) under or pursuant to any Finance Document, no Agent or Security Agent that is not Deutsche Pfandbriefbank AG (the New (Security) Agent) shall be relieved from any Restriction by Deutsche Pfandbriefbank AG. As such, such New (Security) Agent shall do all such things as may be necessary or reasonably required to ensure that matters which are intended to be binding on all Finance Parties (including Deutsche Pfandbriefbank AG) are separately executed by Deutsche Pfandbriefbank AG in any of its relevant capacities under the Finance Documents, if and to the extent required.


29.	APPLICATION OF PROCEEDS


29.1	Order of application

Subject to Clause 29.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 29, the Recoveries) shall be held by the Security Agent on behalf of the Finance Parties (or on trust in respect of any of the Transaction Security governed by English law) to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 29), in the following order:


(a)	in discharging any sums owing to the Security Agent, any Receiver or any Delegate;




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(b)	in payment of all costs and expenses incurred by the Agent or any Secured Party in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement; and


(c)	in payment to the Agent for application in accordance with Clause 32.5 (Partial payments).


29.2	Prospective liabilities

Following acceleration the Security Agent may, in its discretion, hold any amount of the Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later application under Clause 29.1 (Order of application) in respect of:


(a)	any sum to the Security Agent, any Receiver or any Delegate; and


(b)	any part of the Secured Liabilities,

that the Security Agent reasonably considers, in each case, might become due or owing at any time in the future.


29.3	Investment of proceeds

Prior to the application of the proceeds of the Recoveries in accordance with Clause 29.1 (Order of application) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the application from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of this Clause 29.3.


29.4	Currency conversion


(a)	For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.


(b)	The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.


29.5	Permitted deductions

The Security Agent shall be entitled, in its discretion:


(a)	to set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and


(b)	to pay all Taxes which may be assessed against it in respect of any of the Security Assets, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).




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29.6	Good discharge


(a)	Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Agent on behalf of the Finance Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.


(b)	The Security Agent is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.


30.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:


(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;


(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or


(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.


31.	SHARING AMONG THE FINANCE PARTIES


31.1	Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 32 (Payment mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:


(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;


(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and


(c)	the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 32.5 (Partial payments).


31.2	Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 32.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.




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31.3	Recovering Finance Party's rights

On a distribution by the Agent under Clause 31.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.


31.4	Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)

each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and


(b)	as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.


31.5	Exceptions


(a)	This Clause 31 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.


(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:


(i)	it notified that other Finance Party of the legal or arbitration proceedings; and


(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.


32.	PAYMENT MECHANICS


32.1	Payments to the Agent

(a)

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.


(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Agent) and with such bank as the Agent, in each case, specifies.


32.2	Distributions by the Agent




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Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 32.3 (Distributions to an Obligor) and Clause 32.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' prior written notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London, as specified by that Party).


32.3	Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 33 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.


32.4	Clawback and pre-funding


(a)	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.


(c)	If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:


(i)	the Agent shall notify the Borrower of that Lender's identity and the Borrower to whom that sum was made available shall on demand refund it to the Agent; and


(ii)	the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.


32.5	Partial payments


(a)	If the Agent or the Security Agent (as applicable) receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:


(i)	first, in or towards payment pro rata of any unpaid amount owing to the Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;




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(ii)	secondly, in or towards payment to the Agent for the Lenders pro rata of any accrued interest and fees due but unpaid under this Agreement;


(iii)	thirdly, in or towards payment to the Agent for the Lenders pro rata of any principal due but unpaid under this Agreement;


(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.


(b)	The Agent shall, if so directed by all the Lenders, vary, or instruct the Security Agent to vary (as applicable), the order set out in paragraphs (a)(i) to (a)(iv) Any such variation may include the re-ordering of obligations set out in any such paragraph.


(c)	Paragraphs (a) and (b) above will override any appropriation made by an Obligor.


(d)	Notwithstanding any other provision of this Agreement, in the event of a partial payment, any Lender which is a Pfandbriefbank may allocate payments received by it at its own discretion between amounts which are due to it in its capacity as Lender pursuant to the Finance Documents. This paragraph (d) overrides any appropriation made by a Transaction Obligor or any other Party or person.


32.6	No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.


32.7	Business Days


(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).


(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.


32.8	Currency of account


(a)	Subject to paragraphs (b) and (c) below, euro is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.


(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.


(c)	Any amount expressed to be payable in a currency other than euro shall be paid in that other currency.


32.9	Change of currency


(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:


(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or




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currency unit of that country designated by the Agent (after consultation with the Borrower); and


(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).


(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.


32.10	Disruption to Payment Systems etc

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:


(a)	the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;


(b)	the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;


(c)	the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;


(d)	any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 38 (Amendments and waivers);

(e)

the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 32.10; and


(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.


33.	SET-OFF

A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any obligation (whether matured or not) owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


34.	NOTICES




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34.1	Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.


34.2	Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:


(a)	in the case of the Borrower and the Guarantors, that identified with its name below;


(b)	in the case of each Lender or any other Transaction Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and


(c)	in the case of the Arranger, the Original Lender, the Agent and the Security Agent, that identified with its name below,

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' prior written notice.


34.3	Delivery


(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:


(i)	if by way of fax, when received in legible form; or


(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 34.2 (Addresses), if addressed to that department or officer.

(b)

Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's or the Security Agent's signature below (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).


(c)	All notices from or to an Obligor shall be sent through the Agent.


(d)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.


(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following Business Day.


34.4	Notification of address and fax number




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Promptly upon changing its address or fax number, the Agent shall notify the other Parties.


34.5	Electronic communication


(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:


(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and


(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.


(b)	Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.


(c)	Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.


(d)	Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following Business Day.


(e)	Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 31.5.


34.6	English language


(a)	Any notice given under or in connection with any Finance Document must be in English.


(b)	All other documents provided under or in connection with any Finance Document must be:


(i)	in English; or


(ii)	if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.


35.	CALCULATIONS AND CERTIFICATES


35.1	Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.


35.2	Certificates and determinations




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Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.


35.3	Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.


36.	PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.


37.	REMEDIES AND WAIVERS

(a)

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.


(b)	Each Obligor irrevocably waives any right it may have at any time to:


(i)	any rights and defences under Sections 6:6 up to and including 6:16, 6:139, 6:154, and 7:851 up to and including 7:870 of the Dutch Civil Code or any other applicable law;


(ii)	suspend (opschorten) any obligation under this Agreement under Sections 6:52, 6:262 and 6:263 of the Dutch Civil Code or any other applicable law; or


(iii)	rescind (ontbinden) this Agreement, in whole or in part, under Sections 6:228 and 6:265 of the Dutch Civil Code or any other applicable law.


38.	AMENDMENTS AND WAIVERS


38.1	Required consents


(a)	Subject to Clause 38.2 (All Lender matters) and Clause 38.3 (Other exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.


(b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 38.


(c)	Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 28.8 (Rights and discretions), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.




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(d)	Each Obligor agrees to any such amendment or waiver permitted by this Clause 38 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph (d), require the consent of all of the Obligors.


(e)	Paragraph (c) of Clause 25.10 (Pro rata interest settlement) shall apply to this Clause 38.


38.2	All Lender matters

Subject to Clause 38.4 (Replacement of Screen Rate) an amendment, waiver or (in the case of a Security Document) a consent of, or in relation to, any term of a Finance Document that has the effect of changing or which relates to:


(a)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);


(b)	an extension to the date of payment of any amount under the Finance Documents;


(c)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;


(d)	a change in currency of payment of any amount under the Finance Documents;


(e)	an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the Facility;


(f)	a change to the Borrower;


(g)	any provision which expressly requires the consent of all the Lenders;

(h)

Clause 2.2 (Finance Parties' rights and obligations), Clause 5.1 (Delivery of the Utilisation Request), Clause 6 (Repayment), Clause 7 (Prepayment and cancellation), Clause 16.3 (Valuations), Clause 17 (Bank Accounts), Clause 21 (Financial covenants), Clause 22.4 (Disposals), Clause 22.9 (Anti-corruption, anti-money laundering and anti-bribery laws), Clause 22.10 (Sanctions), Clause 23.2 (Occupational Leases), Clause 23.3 (Ground Leases and other rights in rem), Clause 23.11 (Insurances), Clause 25 (Changes to the Lenders ), Clause 27 (Changes to the Transaction Obligors), Clause 31 (Sharing among the Finance Parties), Clause 32.5 (Partial payments) this Clause 38, Clause 42 (Governing law) or Clause 43.1 (Jurisdiction);


(i)	(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:


(i)	the guarantee and indemnity granted under Clause 18 (Guarantee and indemnity);


(ii)	the Security Assets; or


(iii)	the manner in which the proceeds of enforcement of the Transaction Security are distributed

(except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);




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(j)	the release of any guarantee and indemnity granted under Clause 18 (Guarantee and indemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,

shall not be made, or given, without the prior written consent of all the Lenders.


38.3	Other exceptions

An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent, the Arranger or a Reference Bank (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent, the Arranger or that Reference Bank, as the case may be.


38.4	Replacement of Screen Rate


(a)	Subject to Clause 38.3 (Other exceptions), if the Screen Rate is not available for euro, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to euro in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Borrower.


(b)	If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within three Business Days (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made:


(i)	its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and


(ii)	its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.


39.	CONFIDENTIAL INFORMATION


39.1	Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 39.2 (Disclosure of Confidential Information) and Clause 39.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.


39.2	Disclosure of Confidential Information

Any Finance Party may disclose:

(a)

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional




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or contractual obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;


(b)	to any person:


(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;


(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;


(iii)	appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 28.15 (Relationship with the other Finance Parties));


(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (ii) above;


(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;


(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;


(vii)	to whom information is required to be disclosed in connection with any Insurance;


(viii)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.9 (Security over Lenders' rights);


(ix)	who is a Party, a member of the Group or any related entity of an Obligor;


(x)	in connection with or in contemplation of a Securitisation;


(xi)	with the consent of the Borrower; or


(xii)	if an Event of Default in continuing,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:


(A)	in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality




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Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional or contractual obligations to maintain the confidentiality of the Confidential Information;


(B)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;


(C)	in relation to paragraphs (b)(v) to (b)(viii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c)

to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and

(d)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.


39.3	Disclosure to numbering service providers


(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:


(i)	the names of Transaction Obligors;


(ii)	the country of domicile of the Transaction Obligors;


(iii)	the place of incorporation of the Transaction Obligors;


(iv)	the date of this Agreement;


(v)	Clause 42 (Governing law);


(vi)	the names of the Agent, the Security Agent and the Arranger;




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(vii)	the date of each amendment of this Agreement;


(viii)	the amount of Total Commitments;


(ix)	the currency of the Facility;


(x)	the type of Facility;


(xi)	the ranking of Facility;


(xii)	the Termination Date;


(xiii)	the changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above; and


(xiv)	such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.


(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.


(c)	Each Obligor represents that none of the information set out in paragraphs (a)(i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.


(d)	The Agent shall notify the Borrower and the other Finance Parties of:


(i)	the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Transaction Obligors; and


(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Transaction Obligors by such numbering service provider.


39.4	Entire agreement

This Clause 39 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


39.5	Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


39.6	Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:




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(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 39.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and


(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 39.


39.7	Continuing obligations

The obligations in this Clause 39 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:


(a)	the date on which all amounts payable by the Transaction Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and


(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.


40.	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS


40.1	Confidentiality and disclosure


(a)	The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.


(b)	The Agent may disclose:


(i)	any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 8.5 (Notification of rates of interest); and

(ii)

any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.


(c)	The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i)

any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional or contractual obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;




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(ii)

any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii)

any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and


(iv)	any person with the consent of the relevant Lender or Reference Bank, as the case may be.


(d)	The Agent's obligations in this Clause 40 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.


40.2	Related obligations

(a)

The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.


(b)	The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:


(i)	of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 40.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and


(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 40.


40.3	No Event of Default

No Event of Default will occur under Clause 24.3 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 40.


41.	COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.


42.	GOVERNING LAW




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(a)	Subject to paragraph (b) below, this Agreement and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.


(b)	Paragraph (c) of Clause 28.1 (The Agent and the Security Agent), Clause 28.22 (Custodians and nominees), Clause 28.26 (Winding up of trust), Clause 28.27 (Powers supplemental to Trustee Acts) and Clause 28.28 (Disapplication of Trustee Acts) and any non-contractual obligations arising out of or in connection with the Clauses are governed by English law.


(c)	If a Party is represented by one or more attorneys in connection with the execution of any Finance Document and the relevant power of attorney is expressed to be governed by Dutch or any other law, each other Party accepts that choice of law in accordance with Article 14 of the Hague Convention on the Law Applicable to Agency of 14 March 1978.


43.	ENFORCEMENT


43.1	Jurisdiction

(a)

Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of Amsterdam, The Netherlands have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute relating to the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a Dispute).


(b)	Notwithstanding paragraph (a) above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.


43.2	Waiver of trial by jury

Each Party waives any rights it may have to a jury trial of any claim or cause of action in connections with any Finance Documents or any transaction contemplated by any Finance Documents. This Agreement may be filed as a written consent to trial by the court.


44.	USA PATRIOT ACT

Each Finance Party that is subject to the requirements of the USA Patriot Act hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA Patriot Act. Each Obligor agrees that it will promptly provide each Finance Party with such information as it may request in order for such Finance Party to satisfy the requirements of the USA Patriot Act.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.




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Schedule 1

THE ORIGINAL LENDER



Name of Original Lender	Commitment
Deutsche Pfandbriefbank AG	EUR 75,000,000
(with Treaty Passport Scheme reference number 7/D/358823/DTTP and being tax resident in The Federal Republic of Germany)




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	138

PART 1




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SCHEDULE 2

CONDITIONS PRECEDENT


1.	Transaction Obligors


(a)	A copy of the constitutional documents of each Transaction Obligor.


(b)	A copy of a resolution of the board of directors (or equivalent body) of each Transaction Obligor:


(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;


(ii)	in the case of each Transaction Obligor incorporated under Dutch law, a confirmation by its board of directors (bestuur) that no works council (ondernemingsraad) having jurisdiction over that Transaction Obligor has been installed and no works council will be installed in the foreseeable future;


(iii)	in the case of each Transaction Obligor incorporated under Dutch law, a declaration by each managing director (bestuurder) on conflict of interest (tegenstrijdig belang) within the meaning of Article 2:47 of the Dutch Civil Code;


(iv)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and


(v)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.


(c)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.


(d)	If required, a copy of a resolution signed by all the holders of the issued shares or membership rights (as applicable) in each Transaction Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party.


(e)	A certificate of each Transaction Obligor (signed by two directors) confirming that the borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Transaction Obligor to be exceeded.


(f)	A certificate signed by two directors of the relevant Transaction Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.


(g)	A good standing certificate in respect of each Guarantor issued by the appropriate governmental authority it is jurisdiction of formation as of a recent date.


(h)	A copy of the membership register of the Borrower.


(i)	Evidence required by the Agent for the purpose of any "know your customer" requirements and compliance with any obligations and best practices under any applicable anti-money laundering




	140

regulations, and confirmation that the Agent is otherwise satisfied with the financial, corporate, management and ownership structure of each Transaction Obligor.


(j)	A structure chart (certified by two directors of the Shareholder) setting out the ownership of each Obligor, the Ultimate Owners, each Subordinated Creditor (with percentage ownership rights indicated and supported by certified copies of the share registers (or equivalent)) and the Property.


(k)	Evidence that the Borrower has applied for a VAT number with the Dutch tax authorities.


2.	Financial information


(a)	A pro forma balance sheet of each Obligor as at the Utilisation Date, showing the Utilisation and certified by two directors of the Borrower.


(b)	The most recent audited consolidated financial statements of Hines Global Income Trust, Inc.


(c)	A tax report from Ernst & Young Belastingadviseurs LLP.


(d)	Evidence that there is outstanding EUR45,700,000 by way of Subordinated Debt.


(e)	The arrangements documenting the Subordinated Debt.


(f)	Copies of the bank mandates for the Accounts.


(g)	The Funds Flow Statement.


(h)	A copy of the Business Plan.


3.	Valuation and survey


(a)	A copy of the Initial Valuation to be delivered by the Borrower at least ten (10) Business Days before the Utilisation Date.


(b)	Confirmation that the Agent's internal valuer or appointed nominee has carried out a satisfactory inspection of the Property.


(c)	An environmental phase 1 report from Arcadis Nederland B.V., ground condition reports from HMB B.V. and Kragten B.V., a building survey/technical due diligence report from Arcadis Nederland B.V., a measurement survey from Architect B.V and an abestos report from Tauw B.V. each on or in relation to the Property and each addressed to the Finance Parties.


(d)	A copy of the current energy performance certificate(s) in respect of the Property or evidence that an energy performance certificate is not required under applicable law or regulation.


4.	Insurance


(a)	Evidence, by way of a report issued by INTECH Risk Management GmbH, the insurance advisor to the Finance Parties confirming, that the insurance cover in force in respect of the Property complies with the terms of this Agreement and the necessary premia have been paid.


(b)	Copies of all insurance policies relating to the Property.


(c)	An insurance valuation of the Property.




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(d)	Evidence to the satisfaction of the Agent of the Property Manager’s and the Asset Manager’s professional indemnity insurance, with, in each case, a limit of not less than EUR5,000,000.


5.	Property


(a)	All title documents relating to the Borrower's interests in the Property, including the deed which contains the rights of Ground Lease in electronic format.


(b)	Copies of the official site plans, cadastral maps and building plans.


(c)	Copies of all Lease Documents in electronic format, including, for the avoidance of doubt, any guarantee agreement (howsoever described) between Borrower and the person guaranteeing the obligations of each tenant under the current lease agreements.


(d)	A certified tenancy schedule including rent roll showing a minimum Net Rental Income of no less EUR900,000 per annum and evidence of the financial standing of such tenants at the Property;


(e)	The Property Report, prepared by the Borrowers external legal adviser (having a satisfactory level of professional indemnity cover) and addressed to the Finance Parties including confirmation that the data contained in the tenancy schedules in respect of letting arrangements at the Property is correct (by reference to the underlying lease and title documents they have reviewed).


(f)	An overview report in respect of the Property Report prepared by the Agent's external legal adviser addressed to the Finance Parties.


(g)	Evidence that all Security (other than under a Security Document) affecting the Borrower's interests in the Property has been, or will be, discharged by the Utilisation Date.


(h)	Evidence that the existing ground lease(s) granted in favour of Logistic Park Venlo II B.V. and Logistic Park Venlo III B.V. is or are cancelled and that the freehold property of Logistic Park Venlo B.V. is transferred to the Vendor, in each case, in order to establish the Ground Lease in favour of the Borrower in relation to the Property.


(i)	Copies of all Authorisations required in connection with the transfer of the Property to the Borrower and the right of mortgage granted over the Property in favour of the Security Agent.


(j)	The signed and dated notary letter, addressed to, amongst others, the Parties, dealing with, among other things (i) the release of all Security affecting the Property (other than under a Security Document) and (ii) the disbursement of the Loan to the Borrower on the Utilisation Date.


(k)	A copy of the Acquisition Documents duly executed by each party to it.


(l)	A copy of the Vendor's completion statement relating to its sale of the Property.


6.	Finance Documents and Security


(a)	This Agreement duly executed by each party to it.


(b)	Each Fee Letter duly executed by each party to it.


(c)	The Subordination Agreement duly executed by each party to it.

(d) Each Security Document duly executed by each party to it.




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(e) The Hedging Agreement duly executed by each party to it.


(f)	In respect of each Dutch Security Document which is required by Dutch law to be executed as a notarial deed, duly executed powers of attorney from each party thereto, authorising the relevant civil law notary and any of its employees to execute the relevant Dutch Security Document.


(g)	A notice to the Account Bank (countersigned by the Account Bank), the relevant Hedge Counterparty, the Vendor, each intercompany creditor, each insurer in respect of the Insurances and each other counterparty substantially in the relevant form set out in the relevant Security Document.


7.	Managing Agent


(a)	A copy of the appointment of the Managing Agent duly executed by each party to it.


(b)	A Managing Agent Duty of Care Agreement duly executed by each party to it.


8.	Asset Manager


(a)	A copy of the appointment of the Asset Manager duly executed by each party to it.


(b)	An Asset Manager Duty of Care Agreement duly executed by each party to it.


9.	Legal opinions


(a)	A legal opinion of Allen & Overy LLP, legal advisers to the Arranger and the Agent in The Netherlands, substantially in the form distributed to the Original Lenders prior to signing this Agreement.


(b)	A legal opinion of Baker Botts LLP, legal advisers to the Guarantors in Delaware, substantially in the form distributed to the Original Lenders prior to signing this Agreement.


(c)	An agreed-form notarisverklaring and indeckungnahme letter from Simmons & Simmons LLP, substantially in the form distributed to the Original Lender prior to signing this Agreement.


(d)	A legal opinion of Allen & Overy LLP, legal advisers to the Arranger and the Agent in England, substantially in the form distributed to the Original Lenders prior to signing this Agreement.


10.	Other documents and evidence


(a)	Evidence that the relevant process agent, if not an Obligor, under the relevant Finance Documents for service of process in England has accepted its appointment.


(b)	Evidence that all fees, costs and expenses then due and payable by the Obligors under this Agreement (including the fees of Allen & Overy LLP, INTECH Risk Management GmbH, as insurance adviser to the Arranger and the Agent and the Valuer) have been or will be paid by the Utilisation Date.


(c)	Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the Utilisation Date.


(d)	A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.




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SCHEDULE 3

UTILISATION REQUEST

From: HGIT Venrayseweg 100 Venlo Coöperatief U.A as Borrower

To: Deutsche Pfandbriefbank AG as Agent

Dated: [l] 2018

Dear Sirs

HGIT Venrayseweg 100 Venlo Coöperatief U.A. – EUR75,000,000 Facility Agreement

dated [l] October 2018 (the Agreement)


1.	We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.


2.	We wish to borrow the Loan on the following terms:



Proposed Utilisation Date:	[l] (or, if that is not a Business Day, the next Business Day)
Amount:	EUR[l] or, if less, the Available Facility


3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.


4.	The proceeds of this Loan should be credited to [account].


5.	The purpose of the Loan is [l].


6.	[We confirm that you may [disburse the Loan through [l] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above):


(a)	the outstanding balance of the arrangement fee being EUR[l];


(b)	the insurance adviser to the Arranger and the Agent’s fees, being EUR [l]


(c)	the legal advisers to the Arranger and the Agent’s fees, being EUR [l]; and


7.	The fees of the Valuer, being EUR [l].This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

HGIT Venrayseweg 100 Venlo Coöperatief U.A

as Borrower




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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To: Deutsche Pfandbriefbank AG as Agent

From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)

Dated: [l]

HGIT Venrayseweg 100 Venlo Coöperatief U.A. – EUR75,000,000 Facility Agreement

dated [l] October 2018 (the Agreement)


1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.


2.	We refer to Clause 25.6 (Procedure for transfer):

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by way of transfer of contract (contractsoverneming) and in accordance with Clause 25.6 (Procedure for transfer) all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loan as specified in the Schedule.


(b)	The proposed Transfer Date is [l].


(c)	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.


3.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 25.5 (Limitation of responsibility of Existing Lenders).


4.	The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:


(a)	[not a Qualifying Lender].


(b)	[a Qualifying Lender (other than a Treaty Lender);]


(c)	[a Treaty Lender;]


5.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.


6.	This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.


7.	The courts of Amsterdam, The Netherlands, have exclusive jurisdiction to settle any dispute arising out of or in connection with this Transfer Certificate (including a dispute relating to the existence, validity or termination of this Transfer Certificate or any non-contractual obligation arising out of or in connection with this Transfer Certificate).


8.	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.




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Note:

The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.




	146

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments,]



[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [l].

Deutsche Pfandbriefbank AG
as Agent

By: By:

Name: Name:

Title: Title




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SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To: Deutsche Pfandbriefbank AG as Agent

From: HGIT Venrayseweg 100 Venlo Coöperatief U.A. as Borrower

Dated: [l]

Dear Sirs

HGIT Venrayseweg 100 Venlo Coöperatief U.A. – EUR75,000,000 Facility Agreement

dated [l] October 2018 (the Agreement)


1.	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.


2.	We confirm that:


(a)	Loan to Value is [l]%; and


(b)	Debt Yield is [l]%


3.	We set out below calculations establishing the figures in paragraph 2 above:

[l].


4.	The amount required to be paid out of the Rent Account in accordance with paragraph (c) of Clause 17.3 (Rent Account) is:

EUR[l]

and consists of:

EUR[l]; and

EUR [l].


5.	[We confirm that no Default is continuing.] ¬



Signed:
	Director	Director
	of	of
	HGIT Venrayseweg 100 Venlo Coöperatief U.A.	HGIT Venrayseweg 100 Venlo Coöperatief U.A.

[insert applicable certification language]^**




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SCHEDULE 6

FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE




	149

PART 1

FORM OF NOTICE ON ENTERING INTO NOTIFIABLE DEBT PURCHASE TRANSACTION

To: Deutsche Pfandbriefbank AG as Agent

From: [Lender]

Dated: [l]

HGIT Venrayseweg 100 Venlo Coöperatief U.A. – EUR75,000,000 Facility Agreement

dated [l] October 2018 (the Agreement)


1.	We refer to paragraph (b) of Clause 26.2 (Disenfranchisement of Sponsor Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.


2.	We have entered into a Notifiable Debt Purchase Transaction.


3.	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.



Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates to EUR
EUR [Commitment]	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:




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PART 2

FORM OF NOTICE ON TERMINATION OF NOTIFIABLE DEBT PURCHASE TRANSACTION / NOTIFIABLE DEBT PURCHASE TRANSACTION CEASING TO BE WITH SPONSOR AFFILIATE

To: Deutsche Pfandbriefbank AG as Agent

From: [Lender]

Dated: [l]

HGIT Venrayseweg 100 Venlo Coöperatief U.A. – EUR75,000,000 Facility Agreement

dated [l] October 2018 (the Agreement)


1.	We refer to paragraph (c) of Clause 26.2 (Disenfranchisement of Sponsor Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.


2.	A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [l] has [terminated]/[ceased to be with a Sponsor Affiliate].


3.	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.



Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates to EUR
[Commitment]	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:




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SIGNATORIES

THE BORROWER

HGIT VENRAYSEWEG 100 VENLO COÖPERATIEF U.A.

_____________________________

By:

Address:

Fax:

Attention:

THE GUARANTORS

HGIT FRESH PARK VENLO HOLDINGS LLC

_____________________________

By:

Address:

Fax:

Attention:

HGIT FRESH PARK PARTNER LLC

_____________________________

By:

Address:

Fax:

Attention:




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THE ARRANGER

DEUTSCHE PFANDBRIEFBANK AG

_____________________________ _____________________________

By:

Address: Freisinger Str. 5

85716

Unterschleissheim,

Federal Republic of Germany

Fax: +49 89 2880 17559

Attention: Credit Risk Management

Email: gabriella.benatti-blattmann@pfandbriefbank.com

THE ORIGINAL LENDER

DEUTSCHE PFANDBRIEFBANK AG

_____________________________ _____________________________

By:

Address: Freisinger Str. 5

85716

Unterschleissheim,

Federal Republic of Germany

Fax: +49 89 2880 17559

Attention: Credit Risk Management

Email: gabriella.benatti-blattmann@pfandbriefbank.com




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THE AGENT

DEUTSCHE PFANDBRIEFBANK AG

_____________________________ _____________________________

By:

Address: Freisinger Str. 5

85716

Unterschleissheim,

Federal Republic of Germany

Fax: +49 89 2880 2228252

Attention: Credit Risk Management

Email: gabriella.benatti-blattmann@pfandbriefbank.com

THE SECURITY AGENT

DEUTSCHE PFANDBRIEFBANK AG

_____________________________ _____________________________

By:

Address: Freisinger Str. 5

85716

Unterschleissheim,

Federal Republic of Germany

Fax: +49 89 2880 2228252

Attention: Credit Risk Management

Email: gabriella.benatti-blattmann@pfandbriefbank.com




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EX-10.32 4 ex1032renewalandextensiono.htm EXHIBIT 10.32 RENEWAL AND EXTENSION OF ADVISORY AGREEMENT Exhibit

ACKNOWLEDGEMENT OF

RENEWAL AND EXTENSION OF ADVISORY AGREEMENT

of Hines Global Income Trust, Inc.

THIS ACKNOWLEDGMENT OF RENEWAL AND EXTENSION OF ADVISORY AGREEMENT (this “Acknowledgement”), dated effective as of December 13, 2018, is entered into by and among Hines Global REIT II Advisors LP, a Texas limited partnership (the "Advisor"), Hines Global REIT II Properties LP, a Delaware limited partnership (the "Company"), and Hines Global Income Trust, Inc., a Maryland corporation and the general partner of the Company (the "General Partner"). The Company, the Advisor and the General Partner are collectively referred to as the "Parties." Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (as defined below).

WHEREAS, the Parties entered into that certain Amended and Restated Advisory Agreement (the "Original Agreement"), dated as of December 6, 2017, for an initial term (the “Term”) of one year from the date of the Advisory Agreement, pursuant to which the Advisor agreed to provide certain services to the Company;

WHEREAS, the Original Agreement was amended by that certain Amendment to Amended and Restated Advisory Agreement dated effective as of December 6, 2018, extending the initial term until December 31, 2018, and providing that each successive one-year term of the Advisory Agreement shall hereafter commence on January 1^st of a calendar year and expire on December 31^st after the renewal, if any, of the Advisory Agreement; (such amendment together with the Original Agreement, the "Advisory Agreement");

WHEREAS, the Advisory Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the Parties, provided that the renewal is approved by a majority of the independent directors of the General Partner (also being all of the members of the Conflicts Committee of the Board of Directors of the General Partner);

WHEREAS, the Parties desire to enter into this Acknowledgement to extend the Term from January 1, 2019 to December 31, 2019;

WHEREAS, all of the independent directors of the General Partner (also being all of the members of the Conflicts Committee of the Board of Directors of the General Partner) desire to amend the Advisory Agreement to extend the term of the Advisory Agreement Term from January 1, 2019 to December 31, 2019;

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the Parties hereto do hereby agree as follows:

1. Effective as of the date hereof, the expiration of the current term of the Advisory Agreement is hereby extended from January 1, 2019 to December 31, 2019.

[signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Acknowledgment to be signed by their respective duly authorized officers, effective as of the date set forth above.



	HINES GLOBAL REIT II PROPERTIES LP By: Hines Global Income Trust, Inc., its general partner By: Sherri W. Schugart President and Chief Executive Officer
	HINES GLOBAL REIT II ADVISORS LP By: Hines Global REIT II Advisors GP LLC, its general partner By: Sherri W. Schugart President and Chief Executive Officer
	HINES GLOBAL INCOME TRUST, INC. By: Sherri W. Schugart President and Chief Executive Officer

EX-21.1 5 ex211listofsubsidiariesdec.htm EXHIBIT 21.1 LIST OF SUBSIDIARIES Exhibit

Exhibit 21.1

LIST OF SUBSIDIARIES



Name		Jurisdiction of Organization
Hines Global REIT II Properties LP		Delaware
HGREIT II 2819 Loker GP LLC		Delaware
HGREIT II 2819 Loker LP		Delaware
Hines GREIT II Ireland Fund Irish Collective Asset-Management Vehicle		Ireland
HGREIT II Bishops Holdings LLC		Delaware
Hines Global REIT II 891 Coronado LLC		Delaware
HGREIT II Cottonwood Center LLC		Delaware
HGREIT II Goodyear Crossing LLC		Delaware
HGREIT II Edmondson Road LLC		Delaware
HGREIT II Madison Road LLC		Delaware
HGREIT II Montrose LLC		Delaware
HGREIT II Montrose OpCo LLC		Delaware
HGREIT II Montrose Services LLC		Delaware
HGREIT II Reading LLC		Delaware
HGREIT II Reading LP		Delaware
HGREIT II Reading Student Housing B.V.		Netherlands
HGREIT II Reading Student Housing Operations B.V.		Netherlands
Hines Global REIT II Services Holdings, Inc.		Delaware
HGREIT II Reading Services, Inc.		Delaware
HGREIT II Reading, Inc.		Delaware
HGR II International Investment Manager LLC		Delaware
Hines Global Income Investments, Inc.		Delaware
HGIT 5353 Fannin Lot Parcel, Inc.		Delaware
HGIT 5353 Fannin LP		Texas
HGIT 5353 Fannin GP LLC		Delaware
HGIT Fresh Park Partner LLC		Delaware
HGIT Fresh Park Venlo Holdings LLC		Delaware
HGIT Venraysewg 100		Netherlands

EX-23.1 6 ex231consentofdeloittetouc.htm EXHIBIT 23.1 CONSENT OF DELOITTE & TOUCHE LLP Exhibit

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 16 to Registration Statement No. 333-220046 on Form S-11 of our report dated March 29, 2018, relating to the consolidated financial statements of Hines Global Income Trust, Inc. and subsidiaries, appearing in the Annual Report on Form 10-K of Hines Global Income Trust, Inc. for the year ended December 31, 2017, and to the reference to us under the heading “Experts” in the Prospectus, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

Houston, Texas

December 20, 2018

EX-23.2 7 ex232consentofsavilledodge.htm EXHIBIT 23.2 CONSENT OF SAVILLE DODGEN & COMPANY Exhibit

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Post-Effective Amendment No. 16 to Registration Statement No. 333-220046 on Form S-11 of our report dated:


•	March 23, 2017 related to the statement of revenues and certain operating expenses of Rookwood Commons and Rookwood Pavilion, two contiguous shopping centers located in Cincinnati, Ohio, for the year ended December 31, 2016, appearing in the Current Report on Form 8-K/A filed with the SEC on March 23, 2017


•	December 18, 2018 related to the statement of revenues and certain operating expenses of Fresh Park Venlo, a specialized logistics park located in Venlo, the Netherlands, for the year ended December 31, 2017, appearing in the Current Report on Form 8-K/A filed with the SEC on December 18, 2018

(which report on the statement of revenues and certain operating expenses expresses an unqualified opinion and includes an explanatory paragraph referring to the purpose of the statement), and to the reference to us under the heading “Experts” in the Prospectus, which is part of such Registration Statement.

/s/ Saville Dodgen & Company, PLLC

Dallas, Texas

December 20, 2018

EX-99.1 8 ex991consentofaltusdec2018.htm EXHIBIT 99.1 CONSENT OF ALTUS Exhibit

Exhibit 99.1

CONSENT OF INDEPENDENT VALUER

We hereby consent to the references to our name and the opinions we have delivered to Hines Global Income Trust, Inc. and the description of our role in the valuation process of Hines Global Income Trust, Inc., and its subsidiaries (collectively, the “Company”) being included or incorporated by reference in this Post-Effective Amendment No. 16 to Registration Statement No. 333-220046 on Form S-11 and the related prospectus and prospectus supplements that are a part thereof.

In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.



	/s/ Altus Group U.S., Inc.
	Altus Group U.S., Inc.
	December 20, 2018

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