200 West Street New York, New York 10282 Attention: General
Counsel and to: Goldman Sachs Mortgage Company 200 West Street New York, New
York 10282 Attention: David Brown with a copy to: Cleary Gottlieb Steen &
Hamilton LLP One Liberty Plaza New York, New York 10006 Attention: John
Harrison, Esq. If to Guarantor: Hartman Income REIT, Inc. 2909 Hillcroft Suite
420 Houston, Texas 77057 Attention: Allen R. Hartman 6.15 GOVERNING LAW. (A)
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF, WITHOUT REGARD TO CHOICE OF LAW RULES, TO THE EXTENT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THIS GUARANTY IS "AN INSTRUMENT FOR THE PAYMENT OF
MONEY ONLY" WITHIN THE MEANING OF NEW YORK CIVIL PRACTICE LAW AND RULES §
3213.2. 16
[exhibiti102hartmanportfo017.jpg]
(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST GUARANTOR OR LENDER ARISING OUT
OF OR RELATING TO THIS GUARANTY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT
IN NEW YORK, NEW YORK. GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, LENDER HEREBY
EACH (i) IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM, (ii) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH
SUIT, ACTION OR PROCEEDING AND (iii) IRREVOCABLY CONSENT TO SERVICE OF PROCESS
BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, AT
THE RESPECTIVE ADDRESS SPECIFIED HEREIN (AND AGREE THAT SUCH SERVICE AT SUCH
ADDRESS IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER ITSELF IN ANY SUCH
SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT). 6.16 TRIAL BY JURY. GUARANTOR
AND, BY ITS ACCEPTANCE HEREOF, LENDER, TO THE FULLEST EXTENT THAT EACH MAY
LAWFULLY DO SO, HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE
OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY OR ANY
OF THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, LENDER AND
IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH
THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EITHER PARTY IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER. 6.17 Brokers and Financial
Advisors. Guarantor hereby represents that none of Borrower, Guarantor or