Common use of Authority and Validity of Obligations Clause in Contracts

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided forfor or under the other Loan Documents, to issue the Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, partnership agreement, or other similar organizational documentsdocument) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons the Borrower and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Unencumbered Asset Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Unencumbered Asset Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorUnencumbered Asset Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Unencumbered Asset Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Unencumbered Asset Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings Borrowings herein provided for, to issue its Notes as evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor the Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this . This Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein contemplated hereby or therein provided forthereby, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than the Liens granted in favor of the Administrative Agent for its benefit and/or or the benefit of Collateral Agent pursuant to the Lenders Collateral Documents and the L/C Issuer)Permitted Liens.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C IssuerLenders).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Whitestone REIT and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Whitestone REIT, the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Whitestone REIT, the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Whitestone REIT, the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Whitestone REIT, the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Material Subsidiary.

Authority and Validity of Obligations. The Borrower has full right power and authority to enter into this Agreement and the other Loan Credit Documents executed by itto which it is a party, to make the borrowings herein provided for, and to perform all of issue its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by itNotes in evidence thereof, to guarantee apply for the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsissuance of the Letters of Credit, and to perform all of its obligations under the Loan Credit Documents to which it is a party. Each Guarantor has full power and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement and to perform all of its obligations hereunder. Each Credit Document to which the Borrower is a party has been duly authorized, executed by it. The Loan Documents and delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute constitutes valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their its terms. Each Credit Document to which a Guarantor is a party has been duly authorized, except as enforceability may be limited executed and delivered by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally such Guarantor and general principles of equity (regardless of whether the application constitutes valid and binding obligations of such principles Guarantor in accordance with its terms. No Credit Document to which the Borrower is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do notparty, nor does the performance or observance by the Borrower of any of the matters or things therein provided for, contravenes any provision of law or any provision of the articles of association (“statuten”) of the Borrower or (individually or in the aggregate) any material Contractual Obligation of or binding upon the Borrower or any of its Properties or results in or requires the creation or imposition of any Lien on any of the Properties or revenues of the Borrower. No Credit Document to which a Guarantor is a party, nor the performance or observance by such Guarantor of any of the matters and or things herein or therein provided for, (a) contravene or constitute a default under contravenes any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any such Guarantor or any provision of the organizational documents (e.g., e.g. charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any such Guarantor or any of their Property, in each case where such contravention or default, (individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, ) any material Contractual Obligation of or (c) result binding upon such Guarantor or any of its Properties or results in or requires the creation or imposition of any Lien on any Property of the Borrower Properties or any Guarantor (other than in favor revenues of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)such Guarantor.

Authority and Validity of Obligations. The Borrower Xxxxxxxx has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to Administrative Agent the Liens described in the Collateral Documents executed by Xxxxxxxx, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor other Loan Party has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to Administrative Agent the Liens described in the Collateral Documents executed by such Person and to perform all of its obligations under the Transactions and under the Loan Documents executed by it. The Loan Documents delivered by Xxxxxxxx and the Borrower and each Guarantor other Loan Parties have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor such Loan Parties enforceable against each of them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor other Loan Party of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor other Loan Party or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantorother Loan Party, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Guarantor other Loan Party or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other Loan Party other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsincorporation, certificate by-laws or articles of association and operating agreement, partnership agreement, or other similar organizational documents) comparable constituent documents of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would default is reasonably be expected likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Whitestone REIT and, each Material Subsidiary and PROP has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Whitestone REIT, the Borrower and each Guarantor its, the Material Subsidiaries and PROP have been duly authorized, executed, and delivered by such Persons and constitute legal valid and binding obligations of Whitestone REIT, the Borrower and each Guarantor its, the Material Subsidiaries and PROP enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance ‑57 or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Whitestone REIT, the Borrower or, any Material Subsidiary or any Guarantor PROP of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or, any Material Subsidiary or any Guarantor PROP or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Whitestone REIT, the Borrower or, any Material Subsidiary or any GuarantorPROP, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Whitestone REIT, the Borrower or, any Material Subsidiary or any Guarantor PROP or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Whitestone REIT, the Borrower or, any Material Subsidiary or any Guarantor (other than PROP. Furthermore, Borrower will take the position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent for its benefit and/or Prior Credit Agreement within the benefit meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Lenders and Obligations will not qualify as “grandfathered obligation” within the L/C Issuermeaning of Treasury Regulation Section 1.1471-2(b)(2)(i), in either case, unless otherwise required by applicable law.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) except as expressly provided herein, result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower Each of the Borrowers has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor of the Parent and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product ObligationsObligations to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower Borrowers and each Guarantor their respective Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Borrowers and each Guarantor such Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the any Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Material Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Material Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, its Property or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Material Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by itDocuments. Each Guarantor Domestic Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to the Bank Product Obligationsthe Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Domestic Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Domestic Subsidiaries enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Domestic Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Domestic Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene Domestic Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Domestic Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Domestic Subsidiary other than in favor of Liens granted to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Bank.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by itDocuments. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to the Bank Product Obligationsthe Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary, in each case, which could reasonably be expected to have a Material Adverse Effect, or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or defaultcase, individually or in the aggregate, would which could reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Permitted Liens.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any provision of law, any judgment, injunction, order, decree, covenant, indenture or agreement of binding upon or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by the Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Guarantor and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons party thereto and constitute valid and binding obligations of the Borrower and each Guarantor such Persons party thereto enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree applicable Legal Requirement binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or affecting any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor of the Parent and the Domestic Subsidiaries has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by to which the Parent, the Borrower and each Guarantor or any other Subsidiary is a party have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Parent, the Borrower or any Guarantor other Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a material default under any provision of law or any judgment, injunction, order or decree binding upon the Parent, the Borrower or any Guarantor other Subsidiary or any provision of the organizational documents (e.g., charter, articles or certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, partnership agreement, or other similar organizational documents) constituent document of the Parent, the Borrower or any Guarantorother Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Parent, the Borrower or any Guarantor other Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Guarantor (other Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) by-laws of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would default is reasonably be expected likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower Each Loan Party has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided forfor (in the case of the Borrower), to guarantee the Secured Obligations (in the case of each Guarantor), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Loan Party, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor Loan Parties have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor such Loan Parties enforceable against each of them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Loan Party of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower any Loan Party or any Guarantor Restricted Subsidiary of a Loan Party or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower any Loan Party or any GuarantorRestricted Subsidiary of a Loan Party, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower any Loan Party or any Guarantor Restricted Subsidiary of a Loan Party or any of their respective Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower any Loan Party or any Guarantor (Restricted Subsidiary of a Loan Party other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Subsidiary Guarantor have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) Organizational Documents of the Borrower or any GuarantorSubsidiary Guarantor in any material respect, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary Guarantor or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would may reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary Guarantor (other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by the Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Products Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Guarantor and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons party thereto and constitute valid and binding obligations of the Borrower and each Guarantor such Persons party thereto enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree applicable Legal Requirement binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or affecting any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documentsdocument) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower Each Loan Party has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided forfor (in the case of the Borrower), to guarantee the Secured Obligations (in the case of each Guarantor), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Loan Party, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor Loan Parties have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor such Loan Parties enforceable against each of them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Loan Party of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower any Loan Party or any Guarantor Subsidiary of a Loan Party or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower any Loan Party or any GuarantorSubsidiary of a Loan Party, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower any Loan Party or any Guarantor Subsidiary of a Loan Party or any of their respective Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower any Loan Party or any Guarantor (Subsidiary of a Loan Party other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings Credit Extensions herein provided for, to grant to Administrative Agent for the benefit of the Secured Parties the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee Guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to Administrative Agent for the benefit of the Secured Parties the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws Laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law Law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) Organization Documents of the Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and Secured Parties pursuant to the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Whitestone REIT and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Whitestone REIT, the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Whitestone REIT, the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Whitestone REIT, the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Whitestone REIT, the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Material Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Whitestone REIT and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute legal valid and binding obligations of Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Whitestone REIT, the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Whitestone REIT, the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Whitestone REIT, the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Whitestone REIT, the Borrower or any Guarantor (other than Material Subsidiary. Furthermore, Borrower will take the position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent for its benefit and/or Prior Credit Agreement within the benefit meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Lenders and Obligations will not qualify as “grandfathered obligation” within the L/C Issuermeaning of Treasury Regulation Section 1.1471-2(b)(2)(i), in either case, unless otherwise required by applicable law.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the DIP Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Post-Petition Obligations, Hedging Liability (other than any Excluded Swap Obligation), to grant to the DIP Agent the Liens described in this Agreement and Bank Product Obligationsthe Financing Orders, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor Debtors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor Debtors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Debtor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor such Debtor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantorsuch Debtor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect (it being understood that any covenant, indenture or agreement subject to the automatic stay could not be expected to have a Material Adverse Effect), or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative DIP Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations and Funds Transfer and Deposit Account Liability, Hedging Liability to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person (other than any Excluded Swap Obligationif any), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Borrower and each Guarantor the Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Borrower and each Guarantor the Borrower Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Holdings, the Borrower or any Guarantor Borrower Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Borrower or any Guarantor Borrower Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Holdings, the Borrower or any GuarantorBorrower Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Holdings, the Borrower or any Guarantor Borrower Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Holdings, the Borrower or any Guarantor (Borrower Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by the Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Material Subsidiary and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Material Subsidiary have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiary enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Material Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor Material Subsidiary. The Borrower hereby represents and warrants that all obligations of the Administrative Agent it or any of its Subsidiaries to GMAC Commercial Mortgage Corporation, as Master Servicer for its benefit and/or the benefit Bankers Trust Company, as Trustee under that certain Pooling and Servicing Agreement, dated as of the Lenders November 1, 1994, as amended, restated or otherwise modified, have been terminated, satisfied and the L/C Issuer)cancelled.

Authority and Validity of Obligations. l 2 . The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation ​ and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor The Parent and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Parent, the Borrower and each Guarantor the Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Parent, the Borrower and each Guarantor the Borrower Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Parent, the Borrower or any Guarantor Borrower Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Parent, the Borrower or any Guarantor Borrower Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Parent, the Borrower or any GuarantorBorrower Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Parent, the Borrower or any Guarantor Borrower Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Borrower Subsidiary.

Authority and Validity of Obligations. The Borrower has full right power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order order, or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by incorporation, by-laws, certificate or articles of association and association, operating agreement, partnership agreement, or other any similar organizational documents) organization agreement of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture indenture, or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would default is reasonably be expected likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders Collateral Documents and the L/C Issuer)other Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower Each of the Borrowers has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor of the Parent and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower Borrowers and each Guarantor their respective Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Borrowers and each Guarantor such Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the any Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to Bank the Liens described in the Collateral Documents executed by Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to Bank Product Obligationsthe Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) to the best of Borrower’s knowledge, conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of Bank pursuant to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and with respect to the Company, to guarantee the Obligations and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the each Borrower and by each Guarantor have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the any Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor Guarantor, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Guarantor or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Guarantor.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such ​ ​ contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary (other than CTS BV) has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Funds Transfer and Bank Product ObligationsLiability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the each Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the a Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the a Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsor by‑laws, certificate or articles of association and (“statuten”) or operating agreement, partnership agreement, agreement or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the a Borrower or any Guarantor Subsidiary or any of their respective Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the a Borrower or any Guarantor (other than Subsidiary. This Agreement is, and each Note when duly executed and delivered by CTS BV will be, in favor proper legal form under the laws of the Administrative Agent Netherlands for its benefit and/or the benefit enforcement hereof against CTS BV under such law, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the Lenders and the L/C Issuerapplication of such principles is considered in a proceeding in equity or at law).

Authority and Validity of Obligations. The Borrower has full right power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default in any material respect under any provision of law or any judgment, injunction, order order, or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by incorporation, by-laws, certificate or articles of association and association, operating agreement, partnership agreement, or other any similar organizational documents) organization agreement of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture indenture, or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would default is reasonably be expected likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders Collateral Documents and the L/C Issuer)other Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor the Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower Each Member of the Obligated Group has full right right, power and authority to enter into this Agreement and the other Loan Related Documents executed by itto which it is a party, as applicable, and to perform all of its respective obligations hereunder and under the other Related Documents and the Borrower has full right, power and authority to make the borrowings herein provided for. The Obligated Group Agent has full right, power and authority to perform all of its obligations hereunder and under issue the other Loan Documents executed by itBank Master Note. Each Guarantor Member of the Obligated Group has full right and authority to enter into the Loan Related Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, it and to perform all of its obligations under the Loan Related Documents executed by itthe Borrower, the Parent Corporation, or the Obligated Group Agent, as applicable, on behalf of itself and the other Members of the Obligated Group. The Loan Related Documents delivered by the Borrower Borrower, the Parent Corporation or the Obligated Group Agent, as applicable and each Guarantor other Member of the Obligated Group have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of each Member of the Borrower and each Guarantor Obligated Group, enforceable against them in accordance with their terms, respective terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Related Documents do not, nor does the performance or observance by any Member of the Borrower or any Guarantor Obligated Group of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any Member of the Borrower or any Guarantor Obligated Group or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of any Member of the Borrower Obligated Group or any Guarantor, (b) contravene or constitute a default under any material covenant, indenture or agreement of or affecting any Member of the Borrower or any Guarantor Obligated Group or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any impermissible Lien on any Property of the Borrower or any Guarantor (other than in favor Member of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Obligated Group.

Authority and Validity of Obligations. The Borrower has full right right, consent, approval and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenantmaterial indenture, indenture covenant or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, ​ individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C IssuerLenders).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by itDocuments. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to the Bank Product Obligationsthe Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (aj) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (ck) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than in favor of the Administrative Agent for its benefit and/or Liens granted to the benefit of the Lenders and the L/C Issuer)Bank.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations to the extent required hereunder, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsincorporation, certificate by-laws or articles of association and operating agreement, partnership agreement, or other similar organizational documents) comparable constituent documents of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would default is reasonably be expected likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right power and authority to enter into this Agreement and the other Loan Credit Documents executed by itto which it is a party, to make the borrowings herein provided for, and to perform all of issue its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by itNotes in evidence thereof, to guarantee apply for the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsissuance of the Letters of Credit, and to perform all of its obligations under the Loan Credit Documents to which it is a party. Each Guarantor has full power and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement and to perform all of its obligations hereunder. Each Credit Document to which the Borrower or any Guarantor is a party has been duly authorized, executed by it. The Loan Documents and delivered by the Borrower and each Guarantor have been duly authorized, executed, such Guarantors and delivered by such Persons and constitute constitutes valid and binding obligations of the Borrower and each Guarantor enforceable against them Guarantors in accordance with their its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and . No Credit Document to which the other Loan Documents do notBorrower is a party, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and or things herein or therein provided for, (a) contravene or constitute a default under contravenes any provision of law or any judgment, injunction, order provision of the articles of association ( “statuten” ) of the Borrower or decree (individually or in the aggregate) any material Contractual Obligation of or binding upon the Borrower or any Guarantor of its Properties or any provision of the organizational documents (e.g., charter, certificate results in or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in requires the creation or imposition of any Lien on any Property of the Borrower Properties or any Guarantor (other than in favor revenues of the Administrative Agent for its benefit and/or Borrower. No Credit Document to which a Guarantor is a party, nor the benefit performance or observance by such Guarantor of any of the Lenders and the L/C Issuer).matters or things -54-

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by itDocuments. Each Guarantor of the Guarantors has full right and authority to enter into this Agreement and the other Loan Documents executed by itto which it is a party, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Funds Transfer and Deposit Account Liability, and Hedging Liability, to grant to the Bank Product Obligationsthe Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower Parent, each Borrower, and each Guarantor Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the any Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any material provision of law or any material judgment, injunction, order or decree binding upon the Borrower such Person or any Guarantor or any material provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association formation and operating agreement, partnership agreement, agreement or other any similar organizational documents) of the Borrower Parent, any Borrower, or any Guarantor, (b) contravene Subsidiary or constitute a default under any material covenant, indenture or agreement of or affecting the Borrower Parent, any Borrower, or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Property, any Borrower or any Guarantor (Subsidiary other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Bank.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the borrowings herein provided for, to issue its Note in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by itDocuments. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than in favor of the Administrative Agent for its benefit and/or Liens granted to the benefit of the Lenders and the L/C Issuer)Bank.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to Bank the Liens described in the Collateral Documents executed by Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations or Hedging Liability, Hedging Liability (other than any Excluded Swap Obligation), and to grant to Bank Product Obligationsthe Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of Bank pursuant to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower Parent has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower Parent and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Parent and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower Parent or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower Parent or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Parent or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower Parent or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower Parent or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Operative Documents executed by it, to make issue its Notes and Warrants, to grant to the borrowings herein provided forAgent the Liens described in the Collateral Documents executed by the Company, and to perform all of its obligations hereunder and under the other Loan Operative Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Operative Documents executed by it, to guarantee grant to the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product ObligationsAgent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Operative Documents executed by it. The Loan Operative Documents delivered by the Borrower Company and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Company and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Operative Documents do not, nor does the performance or observance by the Borrower Company or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower Company or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Company or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower Company or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower Company or any Guarantor (Subsidiary other than the Liens (i) granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit Collateral Documents, and (ii) granted in favor of the Lenders and Senior Bank Agent that are subject to the L/C Issuer)Subordination Agreement.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Trade Street REIT and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Trade Street REIT, the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Trade Street REIT, the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Trade Street REIT, the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon xxxx Xxxxx Xxxxxx REIT, the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Trade Street REIT, the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Trade Street REIT, the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C IssuerLenders).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor a Credit Party have been duly authorized, executed, and delivered by such Persons Credit Party and constitute valid and binding obligations of the Borrower and each Guarantor such Credit Party enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Credit Party of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor such Credit Party or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantorsuch Credit Party, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor such Credit Party or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (such Credit Party other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower □Each Obligor has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right corporate or limited partnership power and authority to enter into the Loan Documents executed by it, in respect of the Borrower, to make the borrowings herein provided for, in respect of each Guarantor, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, limited partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case under (a) and (b) where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than the Liens granted in favor favour of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Holdings, the Parent and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Parent, the Borrower and each Guarantor the Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Parent, the Borrower and each Guarantor the Borrower Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Holdings, the Parent, the Borrower or any Guarantor Borrower Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Parent, the Borrower or any Guarantor Borrower Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Holdings, the Parent, the Borrower or any GuarantorBorrower Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Holdings, the Parent, the Borrower or any Guarantor Borrower Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Holdings, the Parent, the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Borrower Subsidiary.

Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Operative Documents executed by it, to make issue its Notes and Warrants, to grant to the borrowings herein provided forAgent the Liens described in the Collateral Documents executed by the Company, and to perform all of its obligations hereunder and under the other Loan Operative Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Operative Documents executed by it, to guarantee grant to the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product ObligationsAgent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Operative Documents executed by it. The Loan Operative Documents delivered by the Borrower Company and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Company and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Operative Documents do not, nor does the performance or observance by the Borrower Company or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower Company or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Company or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower Company or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower Company or any Guarantor (Subsidiary other than the Liens (i) granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit Collateral Documents, and (ii) granted in favor of the Lenders and Senior Bank Agent that are subject to the L/C Issuer)Subordination Agreement.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor the Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).,

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Note in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Subsidiary Guarantor have been duly authorized, executed, and delivered by such Persons the Borrower and each Subsidiary Guarantor and constitute valid and binding obligations of the Borrower and each Subsidiary Guarantor enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any and each Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreementincorporation, or other similar organizational documentsby-laws) of the Borrower or any Guarantor, (b) contravene Subsidiary Guarantor or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary Guarantor or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any Lien Encumbrance on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary Guarantor.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by it, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor Credit Party have been duly authorized, executed, and delivered by such Persons Credit Party and constitute valid and binding obligations of the Borrower and each Guarantor such Credit Party enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Credit Party of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Credit Party or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documentsdocument) of the Borrower or any GuarantorCredit Party, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Credit Party or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Credit Party other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the ObligationsObligations and Funds Transfer and Deposit Account Liability, Hedging Liability to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person (other than any Excluded Swap Obligationif any), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Borrower and each Guarantor the Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Borrower and each Guarantor the Borrower Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Holdings, the Borrower or any Guarantor Borrower Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Borrower or any Guarantor Borrower Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Holdings, the Borrower or any GuarantorBorrower Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Holdings, the Borrower or any Guarantor Borrower Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Holdings, the Borrower or any Guarantor (Borrower Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer).Collateral

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material ​ ​ Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C IssuerLenders).

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, by-laws or other similar organizational documents) documents of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case its Property where such contravention or default, individually or in the aggregate, would is reasonably be expected likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any provision of law, any judgment, injunction, order, decree, covenant, indenture or agreement of binding upon or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Senior Agent for its benefit and/or under and pursuant to the benefit of Senior Credit Agreement or the Lenders and the L/C Issuer)collateral documents related thereto.

Authority and Validity of Obligations. The Borrower Each Loan Party has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided forfor (in the case of Borrower), to guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability (in the case of each Guarantor), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Loan Party, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor Loan Parties have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor such Loan Parties enforceable against each of them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Loan Party of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower any Loan Party or any Guarantor Restricted Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower any Loan Party or any GuarantorRestricted Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower any Loan Party or any Guarantor Restricted Subsidiary or any of their respective Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower any Loan Party or any Guarantor (Restricted Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower Company has full right and authority to enter into this Agreement and the other Loan Documents executed by itOperative Documents, to make issue the borrowings herein provided forNote and the Warrant in evidence thereof, to grant to the Purchaser the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by itOperative Documents. Each Guarantor Subsidiary has full right and authority to enter into the Loan Operative Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Purchaser the Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Operative Documents executed by it. The Loan Operative Documents delivered by the Borrower Company and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Company and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Operative Documents do not, nor does the performance or observance by the Borrower Company or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower Company or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower Company or any Guarantor, (b) contravene Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower Company or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any Lien on any Property of the Borrower Company or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders Purchaser and the L/C Issuer)Senior Lender.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided forfor or under the other Loan Documents, to issue the Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability to grant to the Administrative Agent (other than any Excluded Swap Obligation), and Bank Product Obligationsor the First Lien Agent on behalf of the Secured Parties) the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, partnership agreement, or other similar organizational documentsdocument) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or (or the benefit First Lien Agent on behalf of the Lenders and Secured Parties) pursuant to the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full the requisite right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to Bank the Liens described in the Collateral Documents executed by Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full the requisite right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to Bank Product Obligationsthe Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of Bank pursuant to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Material Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association formation and operating agreement, partnership agreement, or other similar comparable organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would default is reasonably be expected likely to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, to grant to the Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower Each Obligor has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right corporate or limited partnership power and authority to enter into the Loan Documents executed by it, in respect of the Borrower, to make the borrowings herein provided for, in respect of each Guarantor, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, limited partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case under (a) and (b) where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than the Liens granted in favor favour of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to Bank the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to Bank Product Obligationsthe Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the each Borrower and each Guarantor their Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the such Borrower and each Guarantor their Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the each Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the any Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of Bank pursuant to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to Bank the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to Bank Product Obligationsthe Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of Bank pursuant to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Significant Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Funds Transfer and Deposit Account Liability and Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligationsto grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Significant Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Significant Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Significant Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSignificant Subsidiary in any material respect, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Significant Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would may reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Significant Subsidiary other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. l 2 . The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower has full right power and authority to enter into this Agreement and the other Loan Credit Documents executed by itto which it is a party, to make the borrowings herein provided for, and to perform all of issue its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by itNotes in evidence thereof, to guarantee apply for the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsissuance of the Letters of Credit, and to perform all of its obligations under the Loan Credit Documents to which it is a party. Each Guarantor has full power and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement and to perform all of its obligations hereunder. Each Credit Document to which the Borrower or any Guarantor is a party has been duly authorized, executed by it. The Loan Documents and delivered by the Borrower and each Guarantor have been duly authorized, executed, such Guarantors and delivered by such Persons and constitute constitutes valid and binding obligations of the Borrower and each Guarantor enforceable against them Guarantors in accordance with their its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and . No Credit Document to which the other Loan Documents do notBorrower is a party, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and or things herein or therein provided for, (a) contravene or constitute a default under contravenes any provision of law or any judgment, injunction, order provision of the articles of association (“statuten”) of the Borrower or decree (individually or in the aggregate) any material Contractual Obligation of or binding upon the Borrower or any Guarantor of its Properties or any provision of the organizational documents (e.g., charter, certificate results in or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in requires the creation or imposition of any Lien on any Property of the Borrower Properties or revenues of the Borrower. No Credit Document to which a Guarantor is a party, nor the performance or observance by such Guarantor of any of the matters or things therein provided for, contravenes any provision of law or any judgment, order or decree binding upon such Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).or

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, for and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, Funds Transfer and Deposit Account Liability and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Material Subsidiary (other than in favor of the Administrative Agent for its benefit and/or and the benefit of the Lenders and the L/C Issuer).

Authority and Validity of Obligations. The Borrower Each of the Borrowers and each of the Guarantors has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its applicable Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower Borrowers and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of each of the Borrower Borrowers and each Guarantor of the Guarantors, enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any of the Borrower Borrowers or any Guarantor of the Guarantors of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any of the Borrower Borrowers or any Guarantor of the Guarantors or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Guarantor.

Authority and Validity of Obligations. The Borrower has full right power and authority to enter into this Agreement and the other Loan Credit Documents executed by itto which it is a party, to make the borrowings herein provided for, and to perform all of issue its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by itNotes in evidence thereof, to guarantee apply for the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsissuance of the Letters of Credit, and to perform all of its obligations under the Loan Credit Documents to which it is a party. Each Guarantor has full power and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement and to perform all of its obligations hereunder. Each Credit Document to which the Borrower or any Guarantor is a party has been duly authorized, executed by it. The Loan Documents and delivered by the Borrower and each Guarantor have been duly authorized, executed, such Guarantors and delivered by such Persons and constitute constitutes valid and binding obligations of the Borrower and each Guarantor enforceable against them Guarantors in accordance with their its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and . No Credit Document to which the other Loan Documents do notBorrower is a party, nor does the performance or observance by the Borrower of any of the matters or things therein provided for, contravenes any provision of law or any provision of the articles of association (“statuten”) of the Borrower or (individually or in the aggregate) any material Contractual Obligation of or binding upon the Borrower or any of its Properties or results in or requires the creation or imposition of any Lien on any of the Properties or revenues of the Borrower. No Credit Document to which a Guarantor is a party, nor the performance or observance by such Guarantor of any of the matters and or things herein or therein provided for, (a) contravene or constitute a default under contravenes any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any such Guarantor or any provision of the organizational documents (e.g., e.g. charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any such Guarantor or any of their Property, in each case where such contravention or default, (individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, ) any material Contractual Obligation of or (c) result binding upon such Guarantor or any of its Properties or results in or requires the creation or imposition of any Lien on any Property of the Properties or revenues of such Guarantor. This Agreement is, and each Note when duly executed and delivered by the Borrower will be, in proper legal form under the laws of The Netherlands for the enforcement hereof against the Borrower under such law and if this Agreement were to be stated to be governed by such law, it would constitute valid and binding obligations of the Borrower under such law, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or any Guarantor similar laws affecting creditors’ rights generally and general principles of equity (other than regardless of whether the application of such principles is considered in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuera proceeding in equity or at law).

Authority and Validity of Obligations. The Borrower Each of the Borrowers and each of the Guarantors has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its applicable Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower Borrowers and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of each of the Borrower Borrowers and each Guarantor of the Guarantors, enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any of the Borrower Borrowers or any Guarantor of the Guarantors of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any of the Borrower Borrowers or any Guarantor of the Guarantors or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Guarantor.

Authority and Validity of Obligations. The Borrower Each of the Borrowers and each of the Guarantors has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its applicable Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower Borrowers and each Guarantor the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of each of the Borrower Borrowers and each Guarantor of the Guarantors, enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any of the Borrower Borrowers or any Guarantor of the Guarantors of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon any of the Borrower Borrowers or any Guarantor of the Guarantors or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).Guarantor. § 7.4

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to grant to Bank the Liens described in the Collateral Documents executed by Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to Bank Product Obligationsthe Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenant, material indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than the Liens granted in favor of Bank pursuant to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right right, power, consent, approval and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right right, power, consent, approval and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsbylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) conflict with, contravene or constitute a default under any covenantmaterial indenture, indenture covenant or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and with respect to the Company, to guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the each Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the any Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the any Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Whitestone REIT and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute legal valid and binding obligations of Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Whitestone REIT, the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Whitestone REIT, the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Whitestone REIT, the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Whitestone REIT, the Borrower or any Guarantor (other than Material Subsidiary. Furthermore, Borrower will take the position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent for its benefit and/or Prior Credit Agreement within the benefit meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Lenders and Obligations will not qualify as “grandfathered obligation” within the L/C Issuermeaning of Treasury Regulation Section 1.1471-2(b)(2)(i), in either case, unless otherwise required by applicable law.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Revolving Notes in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Designated Company (other than the Borrower) has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligationsobligations of the Borrower, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligationsto grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor Designated Company have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar applicable bankruptcy laws and laws affecting the enforcement of creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law)generally; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Designated Company of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Designated Company or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, or partnership agreement, or other similar organizational documentsconstituent document) of the Borrower or any GuarantorDesignated Company, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Designated Company or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would which default could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Designated Company other than the Liens granted in favor of the Administrative Agent for its benefit and/or pursuant to the benefit of the Lenders and the L/C Issuer)Collateral Documents.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the borrowings herein provided for, to issue its Note in evidence thereof, to grant to the Bank the Liens described in the Collateral Documents, and to perform all of its obligations hereunder and under the other Loan Documents executed by itDocuments. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and to grant to the Bank Product Obligationsthe Liens described in the Collateral Documents executed by it, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor its Subsidiaries have been duly authorized, executed, and delivered by such Persons the Borrower and its Subsidiaries and constitute valid and binding obligations of the Borrower and each Guarantor its Subsidiaries enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor and its Subsidiaries of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by incorporation, or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene Subsidiary or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (Subsidiary other than in favor of Liens granted to the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Bank.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Funds Transfer and Bank Product ObligationsLiability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documents) of the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor Subsidiary or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by itDocuments, to make the borrowings herein provided for, to issue its Note in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by itDocuments. Each Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Subsidiary Guarantor have been duly authorized, executed, and delivered by such Persons the Borrower and each Subsidiary Guarantor and constitute valid and binding obligations of the Borrower and each Subsidiary Guarantor enforceable against them in accordance with their terms, terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance conveyance, or similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any and each Subsidiary Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Subsidiary Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreementincorporation, or other similar organizational documentsby-laws) of the Borrower or any Guarantor, (b) contravene Subsidiary Guarantor or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Subsidiary Guarantor or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (cb) result in the creation or imposition of any Lien Encumbrance on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary Guarantor.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right corporate power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor the Guarantors enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Holdings, the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Subsidiary.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Guarantor have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and each Guarantor such Person enforceable against them it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documentsdocument) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their its Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, Effect or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer)Guarantor.

Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor Whitestone REIT and each Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation)Liability, and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute legal valid and binding obligations of Whitestone REIT, the Borrower and each Guarantor its Material Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by Whitestone REIT, the Borrower or any Guarantor Material Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor Material Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by lawsby‑laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of Whitestone REIT, the Borrower or any GuarantorMaterial Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Whitestone REIT, the Borrower or any Guarantor Material Subsidiary or any of their Property, in each case where such contravention or default, individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of Whitestone REIT, the Borrower or any Guarantor (other than Material Subsidiary. Furthermore, Borrower will take the position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent for its benefit and/or Prior Credit Agreement within the benefit meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Lenders and Obligations will not qualify as “grandfathered obligation” within the L/C Issuermeaning of Treasury Regulation Section 1.1471-2(b)(2)(i), in either case, unless otherwise required by applicable law.