Assignment and Assumption of Leases



 Exhibit 10.2 
 ASSIGNMENT AND ASSUMPTION OF LEASES 
 THIS
ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”), is made as of October 27, 2011 (the “Effective Date”) by and between Heritage Commons IV, Ltd., a Texas limited partnership
(“Assignor”) and GIT Heritage IV TX, LLC, a Delaware limited liability company (“Assignee”). 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the terms of that certain Purchase and Sale Agreement, dated as of April 25, 2011, by and between Assignor and Assignee (as the same may be amended or modified, the “Sale
Agreement”), Assignor agreed to sell to Assignee, inter alia, certain real property, as more particularly described on Exhibit A attached hereto (the “Real Property”). Initially capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to such terms in the Sale Agreement; and 

WHEREAS, by deed of even date herewith, Assignor conveyed the Real Property to Assignee; and 

WHEREAS, Assignor has entered into those certain leases or rental agreements for the use or occupancy of the Property
(the “Leases”) listed and described on the rent roll attached as Exhibit B hereto and made a part hereof (the “Rent Roll”), and Assignor is the present owner of all rights, title, and interest of the landlord under
the Leases. 
 WHEREAS, Assignor desires to transfer and assign all of Assignor’s right, title, interest
and obligations as the landlord in and to the Leases to Assignee, and Assignee desires to accept and assume same. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows: 

1. Assignment. Assignor does hereby ASSIGN, TRANSFER, and DELIVER unto Assignee all of Assignor’s right,
title and interest and obligations as landlord under the Leases. 
 2. Indemnity by Assignor. Assignor
shall indemnify and hold Assignee harmless from any claim, liability, cost or expense (including without limitation reasonable attorneys’ fees and costs) arising out of any obligations or liability of landlord or lessor under the Leases arising
before the Effective Date hereof. 
 3. Assumption. Assignee hereby assumes and agrees to perform all of
the terms, covenants, conditions and obligations required to be performed on the part of the landlord or lessor accruing under the Leases on and after the Effective Date hereof in accordance with the terms thereof. 

4. Indemnity by Assignee. Assignee shall indemnify and hold Assignor harmless from any claim, liability, cost or
expense (including without limitation reasonable attorneys’ fees and costs) arising out of any obligations or liability of the landlord or lessor under the Leases arising on or after the Effective Date hereof. 







 5. Representations and Warranties. Assignor hereby represents and
warrants to Assignee (a) that it has full power and authority to assign the Leases to Assignee, (b) that the Leases are in full force and effect and have not been modified or amended in any manner whatsoever except as otherwise set forth
in the Rent Roll, and (c) all right, title and interest of Assignor in and to the Leases are free and clear of any and all claims, liens and encumbrances other than the Permitted Exceptions (as defined in the Sale Agreement) and as reflected in
such Leases. 
 6. Further Assurances. Assignor covenants with Assignee and Assignee covenants with
Assignor that each will execute or procure any additional documents necessary to establish the rights of the other hereunder. 
 7. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

 8. Binding Effect. This Assignment shall be binding upon and inure to the benefit of the parties
hereto and their respective transferees, successors and assigns. Assignor and Assignee each agree to execute and deliver such other and further documents as may be necessary to transfer, assign, convey and deliver the Leases and to otherwise
accomplish the purposes and intent of this Assignment. 
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 IN WITNESS WHEREOF, the undersigned have executed this Assignment to be
effective as of the Effective Date set forth hereinabove. 
  

			
	 ASSIGNOR:

	
	 Heritage Commons IV, Ltd.,

	 a Texas limited partnership

		
	 By:
	 	 Hillwood Alliance Management, L.P.,

		 	 a Texas limited partnership

		 	 its general partner

		
	 By:
	 	 Hillwood Alliance GP, LLC,

		 	 a Texas limited liability company,

		 	 its general partner




 

					
		 	 By:
	 	 /s/ Michael K. Berry

		 	 Name:
	 	 Michael K. Berry

		 	 Title:
	 	 Executive Vice President



  

			
	 ASSIGNEE:

	
	 GIT Heritage IV TX, LLC,

	 a Delaware limited liability company

		
	 By:
	 	 /s/ Rosemary Q. Mills

	 Name:
	 	 Rosemary Q. Mills

	 Title:
	 	 Vice President









 Exhibit A to Assignment and Assumption of Leases 

Description of the Real Property 
 [Omitted as not necessary for an understanding of the agreement] 







 Exhibit B to Assignment and Assumption of Leases 

Rent Roll 
 [Omitted as not necessary for an understanding of the agreement]