Guarantor Covenants Clause Samples

Guarantor Covenants. (a) Within ninety (90) days after the end of Guarantor’s fiscal years, the entities then comprising Guarantor shall deliver to Landlord a copy of their (consolidated) Financial Statements, prepared in accordance with GAAP, consistently applied, and certified by an officer of Guarantor and reported on by a “Big Four” certified public accounting firm or other certified public accounting firm approved by Landlord, which approval will not be unreasonably withheld. Together with Guarantor's Financial Statements furnished in accordance with the preceding sentence, Guarantor shall deliver (a) an Officer's Certificate of Guarantor stating that Guarantor is not in default in the performance or observance of any of the terms of this Guaranty, or if Guarantor is in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same, and (b) a report with respect to the financial statements from Guarantor's accountants, which report shall be unqualified as to going concern and scope of audit of Guarantor and its subsidiaries and shall provide in substance that (i) such consolidated financial statements present fairly the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP, and (ii) that the examination by Guarantor's accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (b) The entities that comprise Guarantor shall collectively maintain, without duplication, a Net Worth (as defined below) as follows: (i) as of March 31, 2015 and June 30, 2015, no less than the greater of (A) One Hundred Million Dollars ($100,000,000) and (B) 75% of the combined Net Worth of Guarantor as of February 2, 2015 (the “Closing Date TNW”). In no event shall the Closing Date TNW be less than One Hundred Million Dollars ($100,000,000); (ii) as of the last day of each fiscal quarter thereafter, commencing September 30, 2015 and ending on the last day of the last fiscal quarter of 2015 but including December 31, 2015, no less than the Net Worth required as of the last day of the prior fiscal quarter plus the TNW Increment (as defined below); and (iii) from and after January 1, 2016, no minimum Net Worth shall be required to be maintained.

Guarantor Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

Guarantor Covenants. Borrower shall cause REIT Guarantor to comply with the following covenants: (a) REIT Guarantor will not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in Borrower, or any dilution of its interest in Borrower, that would result in a Change of Control; and (b) the REIT Guarantor shall not dissolve, liquidate or otherwise wind-up its business, affairs or assets.

Guarantor Covenants. 46 Section 14. Miscellaneous...............................................46

Guarantor Covenants. From and after the date of issuance of the Notes by the Obligors and continuing so long as any amount remains unpaid thereon each Guarantor agrees to comply with the terms and provisions of Sections 9.1, 9.2, 9.3, 9.4, 9.5 and 9.8 of the Note Purchase Agreement, insofar as such provisions apply to such Guarantor, as if said Sections were set forth herein in full.

Guarantor Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Signature Page Whitestone REIT Operating Partnership, L.P. By: Whitestone REIT Its: General Partner By /s/▇▇▇▇ ▇. ▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇ Title Corporate Secretary & Chief Operating Officer Bank of Montreal, as L/C Issuer and as Administrative Agent By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇ Title Vice President Bank of Montreal, as a Lender By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇ Title Vice President Capital One, N.A., as a Lender By /s/▇▇▇▇▇▇ ▇▇▇▇▇▇ Name ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title Vice President MidFirst Bank, as a Lender By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title First Vice President U.S. Bank National Association, as a Lender By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title SVP ▇▇▇▇▇ Fargo Bank, National Association, as a Lender By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇ ▇▇▇▇▇▇▇ Title Vice President Whitestone REIT By /s/▇▇▇▇ ▇. ▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇ Title Corporate Secretary & Chief Operating Officer Whitestone REIT Operating Partnership III LP By: Whitestone REIT Operating Partnership III GP, LLC Its: General Partner By: Whitestone REIT Operating Partnership, L.P. Its: Sole Member By: Whitestone REIT Its: Sole Member By /s/▇▇▇▇ ▇. ▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇ Title Corporate Secretary & Chief Operating Officer Whitestone Terravita Marketplace, LLC, a Delaware limited liability company By: Whitestone REIT Operating Partnership, L.P., a Delaware limited partnership Its: Sole Member By: Whitestone REIT, a Maryland real estate investment trust Its: General Partner By /s/▇▇▇▇ ▇. ▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇ Title Corporate Secretary & Chief Operating Officer Whitestone Ahwatukee Plaza, LLC, a Delaware limited liability company By: Whitestone REIT Operating Partnership, L.P., a Delaware limited partnership Its: Sole Member By: Whitestone REIT, a Maryland real estate investment trust Its: General Partner By /s/▇▇▇▇ ▇. ▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇ Title Corporate Secretary & Chief Operating Officer Whitestone Shops At Starwood, LLC, a Delaware limited liability company By: Whitestone REIT Operating Partnership, L.P., a Delaware limited partnership Its: Sole Member By: Whitestone REIT, a Maryland real estate investment trust Its: Gene...

Guarantor Covenants. 8 SECTION 7. MISCELLANEOUS ....................................................... 9 7.1 Notices ........................................................... 9 7.2

Guarantor Covenants. (a) Guarantor shall maintain, as of the last day of each fiscal quarter of Guarantor, a Net Worth of at least $500,000,000; and (b) at any time that a Sweep Guaranty is in effect, Guarantor shall maintain, as of the last day of each fiscal quarter of Guarantor, a maximum leverage ratio of 65% with respect to all of Guarantor’s assets in the aggregate; provided, that for purposes of calculating the foregoing leverage ratio, (x) the property known as 3▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (a/k/a W▇▇▇▇ Fargo Tower) shall be excluded from all calculations through the earlier of (i) December 31, 2017, and (ii) the date that the existing mortgage debt on such property is refinanced, and (y) the property known as 5▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (a/k/a the Gas Company Tower) shall be excluded from all calculations through the earlier of (i) December 31, 2016, and (ii) the date that the existing mortgage debt on such property is refinanced. Property values in connection with the foregoing leverage ratio calculations shall be calculated using the most recent appraisals ordered by Guarantor or Administrative Agent (at Borrower’s sole cost and expense), which appraisals shall be reasonably acceptable to Administrative Agent and shall not be more than three years old at the time of such calculation. In addition, the calculation of liabilities in connection with the foregoing Net Worth and leverage ratio calculations shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 8▇▇-▇▇-▇▇ (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.

Guarantor Covenants. From and after the date hereof and continuing so long as any amount on the Notes remains unpaid (i) each Guarantor (other than the Reporting Entity) agrees to comply with the terms and provisions of Sections 9.1, 9.2, 9.3, 9.4 and 9.5 of the Note Purchase Agreement, insofar as such provisions apply to such Guarantor, as if such provisions referred to such Guarantor, and (ii) the Reporting Entity agrees to comply with the terms and provisions of the Note Purchase Agreement, insofar as such provisions apply to the Reporting Entity.