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, 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, and Funds 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 the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and 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). 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 contemplated hereby or thereby, (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-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 or the Collateral Agent pursuant to the Collateral Documents and 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 borrowings herein provided for, to issue its Notes as 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, and Funds 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 the Guarantors have been duly authorized, executed, and delivered by such Persons the Borrower and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Unencumbered Asset Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensUnencumbered 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 LiabilityLiability (other than any Excluded Swap Obligation), and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 or for its benefit and/or the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 borrowings herein provided forfor or under the other Loan Documents, to issue its the Notes as in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the BorrowerDocuments, 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents and Permitted LiensLenders).

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, 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, 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 the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or for its benefit and/or the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 borrowings herein provided for, to issue its Notes as in evidence thereof, to grant to apply for the Administrative Agent issuance of the Liens described in the Collateral Documents executed by the Borrower, and to perform all Letters 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonCredit, 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 the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute constitutes valid and binding obligations of the Borrower and the Guarantors 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). 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 contemplated hereby or therebythings therein provided for, (a) contravene or constitute a default under (i) contravenes any provision of law or any judgment, injunction, order or decree binding upon the Borrower such Guarantor or any Guarantor which would reasonably be expected to have a Material Adverse Effect or (ii) any provision of the organizational documents (e.g., 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 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 the Liens granted in favor revenues of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted Lienssuch 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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 the Liens granted in favor of the Administrative Agent or for its benefit and/or the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 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, 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, and Funds Transfer, Transfer and 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 Whitestone REIT, the Borrower and the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensMaterial 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 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 and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds 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 the Guarantors by each Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and incorporation, by-laws, certificate 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

Authority and Validity of Obligations. The (a) Each 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 such 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, and Funds Transfer, Deposit Account Liability and Foreign LCsBank Product Obligations, 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 each Borrower and the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the each Borrower and the Guarantors 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). . (b) 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 contemplated hereby and things herein or therebytherein provided for, (ai) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the any 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-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the any Borrower or any Guarantor, (bii) 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 (ciii) result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor other than the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensLiens permitted by this Agreement and the other Loan 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 borrowings herein provided for, to issue its Notes as 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, and Funds 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary 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-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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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, 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensMaterial 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 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 and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonLiability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary.

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 Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Borrower and the Guarantors Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Borrower Subsidiary or (ii) 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 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 and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonLiability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary.

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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank 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 its, the Guarantors 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 its, the Guarantors Material Subsidiaries and PROP 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or, any Material Subsidiary or any Guarantor which would reasonably be expected to have a Material Adverse Effect PROP or (ii) 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 Liens granted position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent or Prior Credit Agreement within the Collateral Agent pursuant meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Collateral Documents and Permitted LiensObligations will not qualify as “grandfathered obligation” within the meaning 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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or for its benefit and/or the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 borrowings herein provided for, to issue its Notes as Note in evidence thereof, to grant to the Administrative Agent Bank the Liens described in the Collateral Documents executed by the BorrowerDocuments, 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent Bank the Liens described in the Collateral Documents executed by such Personit, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary, in each case, which would could reasonably be expected to have a Material Adverse Effect Effect, or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and 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 borrowings herein provided for, to issue its Notes as 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 and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonLiability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary.

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 borrowings herein provided for, to issue its Notes as 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, and Funds Transfer, Deposit Account Liability and Foreign LCsObligations of the Borrower, 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 the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default in any material respect under (i) any provision of law or any judgment, injunction, order order, or decree binding upon the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted Liensother 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 Credit Extensions herein provided for, to issue its Notes as evidence thereof, to grant to the 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the 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 the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law 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 Subsidiary or (ii) 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 or for the Collateral Agent benefit of the Secured Parties pursuant to the Collateral Documents and Permitted LiensDocuments.

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 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 Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds 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 the Guarantors by each Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 from time to time executed by the Borrower, 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, and Funds Transfer, Deposit Account Liability and Foreign LCsBank Product Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Person, Guarantor and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors have been duly authorized, executed, and delivered by such Persons party thereto and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree applicable Legal Requirement binding upon the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe L/C Issuer).

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 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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, Obligations 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 the Guarantors their respective Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Borrowers and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 from time to time executed by the Borrower, 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Person, Material Subsidiary and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 borrowings herein provided for, to issue its Notes as in evidence thereof, to grant to apply for the Administrative Agent issuance of the Liens described in the Collateral Documents executed by the Borrower, and to perform all Letters 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonCredit, 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 the such Guarantors have been duly authorized, executed, and delivered by such Persons and constitute constitutes valid and binding obligations of the Borrower and the Guarantors enforceable against them 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). 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 contemplated hereby or therebythings therein provided for, (a) contravene or constitute a default under (i) contravenes any provision of law or any judgment, injunction, order or decree binding upon the Borrower such Guarantor or any Guarantor which would reasonably be expected to have a Material Adverse Effect or (ii) any provision of the organizational documents (e.g., 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 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 other than similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the Liens granted application of such principles is considered in favor of the Administrative Agent a proceeding in equity or the Collateral Agent pursuant to the Collateral Documents and Permitted Liensat 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 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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 Liens granted position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent or Prior Credit Agreement within the Collateral Agent pursuant meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Collateral Documents and Permitted LiensObligations will not qualify as “grandfathered obligation” within the meaning 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 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 borrowings herein provided for, to issue its applicable Notes as 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, and Funds 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 Borrowers and 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 of the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon any of the Borrower Borrowers or any Guarantor which would reasonably be expected to have a Material Adverse Effect of the Guarantors or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensGuarantor.

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 from time to time executed by the Borrower, 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, and Funds Transfer, Deposit Account Liability and Foreign LCsBank Products Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Person, Guarantor and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors have been duly authorized, executed, and delivered by such Persons party thereto and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree applicable Legal Requirement binding upon the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 Liens granted position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent or Prior Credit Agreement within the Collateral Agent pursuant meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Collateral Documents and Permitted LiensObligations will not qualify as “grandfathered obligation” within the meaning 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 borrowings herein provided for, to issue its Notes as evidence thereof, to grant to the Administrative 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative DIP Agent the Liens described in this Agreement and the Collateral Documents executed by such PersonFinancing Orders, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors Debtors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Borrower such Debtor 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-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 Agent or the Collateral DIP Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents and Permitted LiensLenders).

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 borrowings herein provided for, to issue its Notes as in evidence thereof, to grant to apply for the Administrative Agent issuance of the Liens described in the Collateral Documents executed by the Borrower, and to perform all Letters 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonCredit, 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 the such Guarantors have been duly authorized, executed, and delivered by such Persons and constitute constitutes valid and binding obligations of the Borrower and the Guarantors enforceable against them 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). 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 contemplated hereby or therebythings therein provided for, (a) contravene or constitute a default under (i) 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 which would reasonably be expected to have a Material Adverse Effect of its Properties or (ii) 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted Liens.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, to issue its Notes as in evidence thereof if required, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, to guarantee the Obligations of the Canadian Borrowers, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. The Canadian Borrowers each have 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 if required in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the such Canadian Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor of STA Holdings and each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsin accordance with the terms of this Agreement, 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 STA Holdings, the Borrower and the Guarantors by each Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; and this Agreement and the other Loan Documents do not, nor does the performance or observance by STA Holdings, the Borrower or any Guarantor Subsidiary of any of the matters contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon STA Holdings, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) any provision of the organizational documents (e.g., e.g. charter, certificate or articles of incorporation and by-laws, certificate or articles of association and or operating agreement, partnership agreement, or other similar organizational documents) of STA Holdings, the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting STA Holdings, 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 STA Holdings, the Borrower or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Borrower and the Guarantors Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Borrower Subsidiary or (ii) 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted Liens.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 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 Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Borrower and the Guarantors Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect 748271253 Borrower Subsidiary or (ii) 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 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 borrowings herein provided for, to issue its Notes as 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 forfor or under the other Loan Documents, to issue its the Notes as in evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the BorrowerDocuments, 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent (or 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 the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 (or the Collateral First Lien Agent on behalf of the Secured Parties) pursuant to the Collateral Documents and Permitted LiensDocuments.

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 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 and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Deposit Account Liability and Foreign LCsObligations to the extent required hereunder, 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 the Guarantors by each Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and incorporation, by-laws, certificate 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 borrowings herein provided for, to issue its Notes as in evidence thereof, to grant to the Administrative Agent Bank the Liens described in the Collateral Documents executed by the BorrowerDocuments, 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 Funds Transfer and Deposit Account Liability, and Funds Transfer, Deposit Account Liability and Foreign LCsHedging Liability, to grant to the Administrative Agent Bank the Liens described in the Collateral Documents executed by such Personit, 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 the Guarantors each Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any material provision of law or any material judgment, injunction, order or decree binding upon the Borrower such Person or any Guarantor which would reasonably be expected to have a Material Adverse Effect or (ii) 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensBank.

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 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 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors their respective Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower Borrowers and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 borrowings herein provided for, to issue its Notes as 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 (other than CTS BV) has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Deposit Account Liability Transfer and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank Product Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the each Borrower and the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the a Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 proper legal form under the Liens granted in favor laws of the Administrative Agent Netherlands for the 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 Collateral Agent pursuant to the Collateral Documents and Permitted Liensapplication of such principles is considered in a proceeding in equity or at 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 itDocuments, to make the Borrowings borrowings herein provided for, to issue its Notes as Note 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 itDocuments. Each Subsidiary Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary 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 incorporation, or 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary 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 borrowings herein provided for, to issue its Notes as 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 each Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Deposit Account ACH and Overdraft 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 Parent, the Borrower and the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Parent, the Borrower or any Guarantor Subsidiary of any of the matters contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Parent, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and or operating agreement, partnership agreement, or other similar organizational documents) document of the Parent, the Borrower or any GuarantorSubsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Parent, 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 Parent, the Borrower or any Guarantor Subsidiary other than the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents and Permitted LiensLenders).

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 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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe L/C Issuer).

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, 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 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, and Funds 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 the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 borrowings herein provided for, to issue its applicable Notes as 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, and Funds 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 Borrowers and 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 of the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon any of the Borrower Borrowers or any Guarantor which would reasonably be expected to have a Material Adverse Effect of the Guarantors or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensGuarantor.

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 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 and authority to enter into the Loan Documents executed by it, to guarantee (in the case of the Subsidiaries only) the Obligations, Hedging Liability, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law (which, in the case of any such performance or observance after the Closing Date, could reasonably be expected to have a Material Adverse Effect) or contravene or constitute a default under any judgment, injunction, order or decree binding upon the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 Subsidiary other than the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 from time to time executed by the Borrower, 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Person, Material Subsidiary and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 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, 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, Bank Product 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon xxxx Xxxxx Xxxxxx REIT, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents and Permitted LiensLenders).

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 Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonLiability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 other than the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary.

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 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, Hedging Liability, Funds Transfer and Funds Transfer, Deposit Account Liability and Foreign LCsHedging 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 the Guarantors by each Significant Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Significant Subsidiary or (ii) 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 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 Note 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, and Funds 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary 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 incorporation, or 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary 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 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 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, and Funds 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 Holdings, the Parent, the Borrower and the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Parent, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Borrower Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensBorrower 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Borrower and the Guarantors Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Borrower Subsidiary or (ii) 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 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 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, and Funds 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 Parent, the Borrower and the Guarantors Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Parent, the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Parent, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Borrower Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensBorrower 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 borrowings herein provided for, to issue its Notes as 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, and Funds 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 the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default in any material respect under (i) any provision of law or any judgment, injunction, order order, or decree binding upon the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted Liensother Liens permitted by Section 8.8 hereof.

Authority and Validity of Obligations. The Each Borrower has full right and authority to enter into this Agreement and Agreement, the other Loan Documents and the Material Australian Documents executed by it, to make the Borrowings borrowings herein provided forfor or under the other Loan Documents, to issue its the Notes as in evidence thereof, to grant to the Administrative Agent or the Australian Lender (or any security trustee therefor), as the case may be, the Liens described in the Collateral Documents executed by the BorrowerDocuments, and to perform all of its obligations hereunder and under the other Loan Documents and the Material Australian 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent or the Australian Lender (or any security trustee therefor), as the case may be, 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 by each Subsidiary and the Guarantors Material Australian Documents to which one or more Australian Borrowers is a party have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This Agreement ; and this Agreement, the other Loan Documents and the Material Australian Documents do not, nor does the performance or observance by the Borrower Borrowers or any Guarantor Subsidiary of any of the matters contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and or operating agreement, partnership agreement, agreement or other similar organizational documentsdocument) 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, 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 or the Collateral Agent Australian Lender (or any security trustee therefor) pursuant to the Collateral Documents and Permitted LiensDocuments.

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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 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, 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonLiability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents and Permitted LiensLenders).

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 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 Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds 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 the Guarantors by each Material Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 corporate power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds 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 the Guarantors each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary.

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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors by each Guarantor have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensGuarantor.

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 Holdings and each Borrower Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, Obligations and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonPerson (if any), and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Holdings, the Borrower and the Guarantors Borrower Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of Holdings, the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Holdings, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Borrower Subsidiary or (ii) 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 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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 borrowings herein provided for, to issue its Notes as 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, and Funds 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 the Guarantors by each Subsidiary have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default in any material respect under (i) any provision of law or any judgment, injunction, order order, or decree binding upon the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted Liensother 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 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 Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds 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 the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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) 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensSubsidiary.

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 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 and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer, Transfer and 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 the Guarantors by each Material Subsidiary have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor Material Subsidiary. The Borrower hereby represents and warrants that all obligations of the Administrative Agent it or the Collateral Agent pursuant any of its Subsidiaries to the Collateral Documents GMAC Commercial Mortgage Corporation, as Master Servicer for Bankers Trust Company, as Trustee under that certain Pooling and Permitted LiensServicing Agreement, dated as of November 1, 1994, as amended, restated or otherwise modified, have been terminated, satisfied and cancelled.

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 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, 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 the Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or the Collateral Agent pursuant to the Collateral Documents and Permitted Liens.,

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 borrowings herein provided for, to issue its Notes as in evidence thereof, to grant and with respect to the Administrative Agent Company, to guarantee the Liens described in the Collateral Documents executed by the Borrower, 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, Obligations and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the each Borrower and the Guarantors by each Guarantor have been duly authorized, executed, and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the any Borrower or any Guarantor which would Guarantor, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect Effect, or (ii) 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 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 the Liens granted in favor of the Administrative Agent or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensGuarantor.

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 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 and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds 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 the Guarantors by each Subsidiary have been duly authorized, executed, executed and delivered by such Persons Person and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and or by-laws, certificate or articles of association and operating agreement, partnership agreement, 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 or the Collateral Agent pursuant to the Collateral Documents and Permitted LiensDocuments.

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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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-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 or the Collateral Agent under and pursuant to the Collateral Documents and Permitted LiensSenior Credit Agreement or the collateral documents related thereto.

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, 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, and Funds Transfer, Transfer and 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 the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 borrowings herein provided for, to issue its Notes as evidence thereof, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by the Borrower, 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, and Funds Transfer, Transfer and Deposit Account Liability and Foreign LCsLiability, to grant to the Administrative Agent the Liens described in the Collateral Documents from time to time executed by such Person, Material Subsidiary and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and the Guarantors its Material Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (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 Subsidiary or (ii) 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 the Liens granted in favor of the Administrative Agent or for its benefit and the Collateral Agent pursuant to benefit of the Collateral Documents Lenders and Permitted Liensthe 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 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 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, and Funds Transfer, Deposit Account Liability and Foreign LCs, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such PersonBank 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 the Guarantors 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 the Guarantors 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). This ; 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 contemplated hereby and things herein or therebytherein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon Whitestone REIT, the Borrower or any Guarantor which would reasonably be expected to have a Material Adverse Effect Subsidiary or (ii) 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 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 Liens granted position, that the amendments to the Prior Credit Agreement contained in favor this Agreement constitute a “significant modification” of the Administrative Agent or Prior Credit Agreement within the Collateral Agent pursuant meaning of Treasury Regulation Section 1.1001-3(e) and that after giving effect to this Agreement the Collateral Documents and Permitted LiensObligations will not qualify as “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i), in either case, unless otherwise required by applicable law.