ASSIGNMENT OF LICENSES, PERMITS AND CONTRACTS
THIS ASSIGNMENT OF LICENSES, PERMITS AND CONTRACTS (this "Assignment") is made
as of the 11th day of May, 2012, by HARTMAN RICHARDSON HEIGHTS PROPERTIES, LLC,
a Texas limited liability company ("Richardson"), HARTMAN SHORT TERM INCOME
PROPERTIES XX, INC., a Maryland corporation ("XX"), and HARTMAN COOPER STREET
PLAZA, LLC, a Texas limited liability company ("Cooper" and collectively with
Richardson, XX and each Person which, from time to time, executes a Joinder
Agreement, the "Borrower"), in favor of TEXAS CAPITAL BANK, NATIONAL
ASSOCIATION, a national banking association and its successors and assigns
("Lender").
RECITALS
A.
CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT,
BORROWER HAS EXECUTED AND DELIVERED TO LENDER THAT CERTAIN LOAN AGREEMENT (AS
MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "LOAN AGREEMENT"),
BETWEEN THE BORROWER AND LENDER, AND ONE OR MORE PROMISSORY NOTES (AS MAY BE
AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, COLLECTIVELY, THE "NOTE") IN
THE AGGREGATE AMOUNT OF $30,000,000.00 IN EVIDENCE OF THE LOAN (THE "LOAN").
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO
SUCH TERMS IN THE LOAN AGREEMENT.
B.
THE LOAN IS SECURED BY, AMONG OTHER THINGS, ONE OR MORE
MORTGAGES OR DEEDS OF TRUST DATED AS OF THE DATE HEREOF (AS MAY BE AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME, THE "SECURITY INSTRUMENT"), WHICH GRANTS
LENDER A FIRST LIEN ON THE FEE ESTATE AND IMPROVEMENTS ENCUMBERED THEREBY
(COLLECTIVELY, THE "PROPERTY").
THE NOTE, THE SECURITY INSTRUMENT AND ALL AND
ANY OTHER DOCUMENTS NOW OR HEREAFTER EXECUTED BY BORROWER AND/OR OTHERS AND BY
OR IN FAVOR OF LENDER, WHICH WHOLLY OR PARTIALLY SECURE OR GUARANTEE PAYMENT OF
THE NOTE ARE REFERRED TO AS THE "OTHER SECURITY DOCUMENTS."
C.
LENDER IS UNWILLING TO MAKE THE LOAN TO BORROWER UNLESS
BORROWER, IN THE MANNER HEREINAFTER SET FORTH, ASSIGNS TO LENDER AS ADDITIONAL
SECURITY FOR THE PAYMENT OF THE LOAN AND THE OBSERVANCE AND PERFORMANCE BY
BORROWER OF THE TERMS, COVENANTS AND CONDITIONS OF THE LOAN AGREEMENT AND THE
OTHER SECURITY DOCUMENTS ON THE PART OF BORROWER TO BE OBSERVED AND PERFORMED,
ALL OF BORROWER'S RIGHT, TITLE AND INTEREST, TO THE EXTENT ASSIGNABLE, IN AND TO
ALL PERMITS, LICENSE AGREEMENTS, OPERATING CONTRACTS, PURCHASE AGREEMENTS,
LICENSES, FRANCHISE AGREEMENTS, ASSOCIATION DOCUMENTS, AND ALL MANAGEMENT,
PURCHASING, DEVELOPMENT, SERVICE, SUPPLY AND MAINTENANCE CONTRACTS AND
AGREEMENTS, AND ANY OTHER AGREEMENTS, PERMITS, LICENSES OR CONTRACTS OF ANY
NATURE WHATSOEVER NOW OR HEREAFTER OBTAINED OR ENTERED INTO BY BORROWER WITH
RESPECT TO THE OWNERSHIP, OPERATION, MAINTENANCE AND ADMINISTRATION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE DOCUMENTS AND AGREEMENTS, IF ANY,
DESCRIBED ON SCHEDULE A ATTACHED HERETO AND MADE A PART HEREOF (COLLECTIVELY,
THE "AGREEMENTS").
AGREEMENT
NOW, THEREFORE, for and in consideration of the Loan and intending to be legally
bound hereby, Borrower hereby agrees as follows:
1.
ASSIGNMENT OF THE AGREEMENTS.
AS ADDITIONAL COLLATERAL
SECURITY FOR THE LOAN AND THE OBSERVANCE AND PERFORMANCE BY BORROWER OF THE
TERMS, COVENANTS AND CONDITIONS OF THE LOAN AGREEMENT, THE NOTE, THE SECURITY
INSTRUMENT AND THE