Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT Parent or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as the Borrower and Subsidiaries are in compliance with all covenants and agreements in this Agreement and no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% all or substantially all of the Total Asset Value of the Borrower for all such transactions after on the date last day of this Agreementthe prior Fiscal Quarter, as applicable; (fe) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (gf) the any merger or consolidation of the Borrower consolidation, directly or indirectly, with another any other Person not otherwise permitted under clauses (c) and (f) above, so long as (i) Parent, the Borrower is and the surviving entitySubsidiaries, as applicable, shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least fifteen (15) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by Parent, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such merger consolidation or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datemerger.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Restricted Subsidiary to, effect be a party to any merger or consolidation, or during any fiscal year sell, transfer, lease or otherwise dispose of (whether in a single transaction or in multiple transactions) all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) sales or other dispositions (whether as part of a sale and leaseback transaction or otherwise) of fixed assets within 180 days of the acquisition thereof; and (g) the sale, transfer, lease or other disposition of Property of the Borrower or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transactiontransaction but excluding dispositions permitted pursuant to the preceding clause (f)) in an amount for the Borrower and its Restricted Subsidiaries aggregating not more more, during any fiscal year of the Borrower, than 205% of the Total Asset Value Assets as of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds last day of the Obligations; and (g) the merger or consolidation of the Borrower immediately preceding fiscal year computed on a consolidated basis in accordance with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateGAAP.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 2015% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement;; and (fe) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except The Borrower will not merge or consolidate with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidationinto, or sellconvey, transfer, lease or otherwise dispose of all (whether in one transaction or any part a series of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recoursetransactions) any of its notes Property (whether now owned or accounts receivablehereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or permit any Subsidiary to do so; provided, however, that the Borrower may merge or consolidate with another Person, including a Subsidiary, if (A) the Borrower is the surviving corporation, (B) the Borrower will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (C) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date and; further provided, however, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $100,000,000 during any fiscal year of the Total Asset Value Borrower; further provided however, that if such disposition during such Fiscal Quarter exceeds $5,000,000 and together with any other dispositions made during the preceding three Fiscal Quarters of the Borrower in the aggregate exceed $50,000,000, then for such disposition(s) the Borrower shall provide to the Administrative Agent covenant calculations for the covenants contained in Section 8.21, showing that the projected effect of such disposition(s) have been contemplated and have been projected into the expected operating results and financial position of the Borrower for all the Fiscal Quarter in which the disposition occurs, and demonstrating that such transactions after the date of this Agreement; (fdisposition(s) any merger if it results in the simultaneous payoff in immediately available funds are not reasonably expected to cause a violation of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory Section 8.21 covenants applicable to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateFiscal Quarter.

Mergers, Consolidations and Sales. Except in connection with an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone AF REIT or any Subsidiary to, effect any merger merge or consolidationconsolidate, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default is then existcontinuing or would result therefrom, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its or any of the Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% in the ordinary course of the Total Asset Value of the Borrower for all such transactions after the date of this Agreementbusiness; (fd) Leases of portions of any Real Property to Tenants; (e) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; andObligations (other than contingent indemnification obligations for which no claim or demand has been made and Obligations under Letters of Credit that have been Cash Collateralized or otherwise backstopped (including by “grandfathering” into future credit facilities) on terms reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer); (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) abovemerger or consolidation, directly or indirectly, with any other Person so long as (i) AF REIT, the Borrower or a Guarantor, as applicable, shall be the survivor thereof and no Change of Control shall result therefrom; provided that if the Borrower is a party to such merger or consolidation, the surviving entity, Borrower shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by AF REIT, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such merger consolidation or consolidation merger; (g) AF REIT and the Borrower may issue or sell equity interests; provided that AF REIT and the Borrower, as the case may be, shall remain in compliance with the definition of Change of Control; (h) to the extent constituting an investment of the type covered thereunder, transactions expressly permitted under Section 8.8; and (i) the liquidation or dissolution of, or the sale, transfer or disposition of substantially all the equity interests of, (x) Genie and (iiiy) any other Subsidiary of the Borrower will that does not engage own, directly or indirectly, any Unencumbered Pool Property (or, prior to, or substantially concurrent with, such liquidation, dissolution, sale, transfer or disposition, any such Unencumbered Pool Property is deleted as an Unencumbered Pool Property pursuant to Section 7.3(d)), so long as such Subsidiary is not otherwise required hereunder to be a Guarantor. Nothing in any material line this Section 8.9 shall prohibit the dissolution of business substantially different from that engaged a Subsidiary which has disposed of its assets in on the Closing Dateaccordance with this Agreement.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the No Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or merger, amalgamation, consolidation, arrangement or reorganization or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or transaction other than in any event sell or discount (with or without recourse) any the ordinary course of its notes or accounts receivablebusiness; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the (i) any Borrower and its Subsidiaries any Wholly owned Subsidiary to one another in the ordinary course of its businessand (ii) any Borrower or Subsidiary to another for fair value; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of any Subsidiary that is neither a Borrower nor a Guarantor and any other Subsidiary that is neither a Borrower nor a Guarantor to one another; (c) any Subsidiary may merge or amalgamate with (i) a Borrower, provided that (A) if the Subsidiary is merging with the US Borrower, such Borrower shall be the continuing or surviving Person and (B) if such Subsidiary is amalgamating with the Canadian Borrower, the amalgamated corporation resulting from such amalgamation shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder, or (ii) any one or more other Subsidiaries, provided that when any Wholly owned Subsidiary is merging or amalgamating with another Subsidiary, the Wholly owned Subsidiary shall be the continuing or surviving Person; (d) in connection with any acquisition permitted under Section 8.9, any Borrower and any Subsidiary of a Borrower may merge or amalgamate into or consolidate with any other Person or permit any other Person to merge or amalgamate into or consolidate with it; provided that the Person surviving such merger, amalgamation or consolidation shall be a Borrower or any a Subsidiary of such Borrower, or in the case of the Canadian Borrower, the amalgamated corporation resulting from such amalgamation shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder; (including any e) sale, transfer or other disposition of Property as part any equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of a sale and leaseback transactionsimilar replacement property or (ii) aggregating not more than 20% the proceeds of such sale, transfer or other disposition are reasonably promptly applied to the Total Asset Value purchase price of the Borrower for all such transactions after the date of this Agreementreplacement property; (f) non-exclusive licenses of intellectual property rights; (g) any merger Subsidiary may dissolve, liquidate or otherwise terminate its existence, or may reincorporate or reorganize in another jurisdiction, if it results in the simultaneous payoff in immediately available funds U.S. Borrower determines that such action is consistent with the interests of the ObligationsU.S. Borrower and its Subsidiaries taken as a whole; and (gh) the merger any Borrower or consolidation any Subsidiary may sell, lease, transfer or otherwise dispose of the Borrower with another any assets to any Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the such disposition is for fair market value (as determined by such Borrower is the surviving entity, or Subsidiary); and (ii) the aggregate amount of all such dispositions pursuant to this subsection (h) for all of the Borrowers and Subsidiaries does not exceed, for the most recently completed four fiscal quarters of U.S. Borrower, an amount equal to fifteen percent (15%) of Consolidated Total Assets for the most recently completed fiscal year of U.S. Borrower; provided, however, that if the proceeds hereof are intended to be used to repay Indebtedness for Borrowed Money or to acquire property useful in the business of the U.S. Borrower has delivered evidence reasonably satisfactory to and its Subsidiaries within three hundred sixty-five (365) days, then such sale, lease, transfer or other disposition shall be excluded for the Administrative Agent that it will be in pro forma purposes of determining compliance with all provisions of this Agreement upon and after such merger or consolidation and subsection (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateh).

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as the Borrower and Subsidiaries are in compliance with all covenants and agreements in this Agreement and no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% all or substantially all of the Total Asset Value of the Borrower for all such transactions after on the date last day of this Agreement;the prior Fiscal Quarter, as applicable; and (fe) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Restricted Subsidiaries to, effect be a party to any merger merger, consolidation, division or consolidationamalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition Disposition of Property (i) of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course Loan Party, (ii) of its business; any Excluded Subsidiary to another Excluded Subsidiary, or (biii) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, constituting a Permitted Intercompany Transfer so long as no Change of Control results therefromsuch Permitted Intercompany Transfer is in compliance with Section 8.16; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, a Loan Party; provided that, in the case of any merger involving (i) the Borrower, the Borrower is the entity corporation surviving the merger or (ii) a Loan Party (other than the Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) (i) to the Borrower or any other Restricted Subsidiary and (ii) pursuant to an investment otherwise permitted under this Agreement; (e) any Immaterial Subsidiary may dissolve or liquidate if such dissolution or liquidation is determined by the Borrower to be in its best interest and is not materially disadvantageous to the Lenders; (f) Dispositions by the Borrower or any of its Restricted Subsidiaries of Equity Interests in Unrestricted Subsidiaries held by the Borrower or any of its Restricted Subsidiaries; (g) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (h) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (i) the sale, transfer or other disposition Disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (ej) sales of cash and Cash Equivalents in the ordinary course of business and for fair market value; (k) [reserved]; (l) the saleunwinding of any Hedging Agreement; (m) the lapse or abandonment of intellectual property in the ordinary course of business; (n) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than the greater of (x) $12,500,000 and (y) 5% of Adjusted EBITDA for the most recently ended Test Period; (o) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (p) terminations of leases, transfersubleases, lease or other disposition of Property of licenses and sublicenses by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (q) sales by the Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of the Borrower and its Restricted Subsidiaries; (r) the statutory division of any Restricted Subsidiary so long as after giving to such division, the Borrower has satisfied the requirements set forth in Section 8.18 hereof; (s) the Disposition of Property of any Loan Party or any Restricted Subsidiary (including any disposition Disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Restricted Subsidiary) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) such Disposition shall be made for fair market value, (ii) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Event of Default exists or would result therefrom; provided, that each of the following shall be deemed to be Cash Equivalents for the purposes of clause (ii) of this clause (s): (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto for which financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Borrower) of the Borrower (other than liabilities that are by their terms subordinated to the Obligations) that are extinguished in connection with the transactions relating to such Disposition, or that are assumed by the transferee of any such assets or equity interests, in each case, pursuant to an agreement that releases or indemnifies the Borrower, as the case may be, from further liability; (ii) any notes or other obligations or other securities or assets received by the Borrower from such transferee that are converted by the Borrower into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within ninety (90) days of the receipt thereof; and (iii) any Designated Non-Cash Consideration received by any Borrower Party in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this sub-clause (iii) that is at that time outstanding, not to exceed the surviving entitygreater of (x) $37,500,000 and (y) 15% of Adjusted EBITDA, calculated at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (t) any Permitted Acquisition; (u) the Disposition of Property or assets that are necessary or advisable, in the good faith judgment of the Borrower, in order to obtain (or maintain) the approval of any Governmental Authority to consummate or avoid the prohibition or other restrictions on the consummation of any Permitted Acquisition or any investment permitted hereunder; provided that (i) such disposition is solely of assets acquired in the applicable Permitted Acquisition or investment, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance disposition occurs substantially concurrently with all provisions of this Agreement upon and after such merger Permitted Acquisition or consolidation investment or within ninety (90) days thereafter and (iii) such assets are not used or useful to the core or principal business of the Borrower will and the Restricted Subsidiaries; and (v) other sales or dispositions in an amount not engage in any material line to exceed per fiscal year the greater of business substantially different from that engaged in on (x) $37,500,000 and (y) 15% of Adjusted EBITDA for the Closing Datemost recently ended Test Period.

Mergers, Consolidations and Sales. Except in connection with the acquisition of Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone Global Medical REIT or any Subsidiary other Guarantor to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of its Property or any Borrowing Base Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries or any of the Guarantors to one another in the ordinary course of its businessanother; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) Leases of all or any portion of any Real Property to Tenants; (e) the any sale, transfer, lease or other disposition of a Borrowing Base Property of the Borrower or any Subsidiary (including any disposition of such Property as part of a sale and leaseback transaction) aggregating not more than 20% of so long as such Borrowing Base Property is deleted from the Total Asset Value of the Borrower for all such transactions after the date of this AgreementBorrowing Base pursuant to Section 7.3; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and; (g) the merger merge or consolidation of the Borrower consolidate, directly or indirectly, with another any other Person not otherwise permitted under clauses (c) and (f) above, so long as (i) Global Medical REIT, the Borrower is and the surviving entityGuarantors, as applicable, shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least ten (10) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by Global Medical REIT, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such merger consolidation or consolidation merger;; (i) each Guarantor (other than Global Medical REIT) may issue or sell its Equity Interests to the extent permitted by Section 8.10 and (iiiii) the Borrower will not engage and Global Medical REIT may each issue or sell its respective Equity Interests so long as, after consummating such transaction, Global Medical REIT shall remain in any material line compliance with the definition of business substantially different from that engaged in on the Closing DateChange of Control; and (i) transactions expressly permitted under Section 8.8 or Section 8.24.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; business of Property of (bi) sales of shares of capital stock the Borrower and the Domestic Subsidiaries to one another, (ii) the Foreign Subsidiaries to one another, and (iii) the Borrower or any Domestic Subsidiary to any Foreign Subsidiary, provided that any sale, transfer, lease or other disposition permitted under this clause (iii) shall, for the purposes of calculating compliance with the provisions of Section 8.9(l) hereof, be treated as an equity interests investment in the Foreign Subsidiary receiving such Property in an amount equal to the excess of the fair market value of the Property received by Borrower or Whitesone REIT, so long as no Change such Foreign Subsidiary over the amount of Control results therefromany consideration tendered by it for such Property; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the mergermerger and (ii) no Domestic Subsidiary shall be permitted to merge into any Foreign Subsidiary; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $20,000,000 during any fiscal year of the Total Asset Value Borrower, provided that no additional sales, transfers, leases or other dispositions of Property by the Borrower for all such transactions after the date of or any Domestic Subsidiary to any Foreign Subsidiary shall be permitted pursuant to this Agreement; clause (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date).

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which The Company shall not be unreasonably withheld, conditioned a party to any merger or delayed), consolidation unless the Borrower Company is the surviving entity and no Default or Event of Default exists or would exist after giving effect to such merger or consolidation. The Company shall not, nor shall it permit Whitestone REIT or any Restricted Subsidiary to, effect any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower Company and its Restricted Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Restricted Subsidiary with and or into the Borrower Company (with the Company being the surviving entity) or any other another existing or newly-formed Restricted Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the dissolution of any Restricted Subsidiary pursuant to a plan of dissolution requiring the conveyance or distribution of all or substantially all of the assets of such Restricted Subsidiary to the Company or to another existing or newly-formed Restricted Subsidiary; (e) the dissolution, sale or transfer of any Non-Borrower Restricted Subsidiary; (f) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (g) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Company or its Restricted Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (eh) sales by the Company or its Restricted Subsidiaries of assets categorized in the “Corporate” segment (or any successor thereto) as identified in the Company’s consolidated financial statements filed with the SEC; and (i) any other sale, transfer, lease or other disposition of Property of the Borrower Company or any Restricted Subsidiary not described in the foregoing clauses (a) through (h) (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Company and its Restricted Subsidiaries during the term of this Agreement not more than 20% the greater of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, $500,000,000 and (ii) 10% of Consolidated Total Assets as of the Borrower has end of the most recent fiscal year for which financial statements have been delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateLenders.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidationconsolidation (other than as part of a Permitted Acquisition), or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except in the case of sales of inventory permitted by subsection (a) hereof) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Domestic Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefromanother; (c) the merger of any Domestic Subsidiary with and into the Borrower or any other Domestic Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries in an amount not more than 20to exceed 5% of the Total Asset Value Borrower’s total assets (determined in accordance with GAAP) as shown on the Borrower’s audited balance sheet as of the Borrower for all such transactions after last the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds day of the Obligationsmost recently completed fiscal year during any fiscal year of the Borrower; and (g) the merger or consolidation dissolution of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entityPenford Export Corporation, and (ii) the Borrower has delivered evidence reasonably satisfactory to any immaterial Subsidiary approved by the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateAgent.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except in the case of sales of inventory permitted by subsection (a) hereof) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries in an amount not more than 20% to exceed $5,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalent) during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrower.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which a) The Borrower shall not be unreasonably withhelda party to any Merger; provided, conditioned however, that the foregoing shall not apply to nor operate to prevent a Merger if, immediately after giving effect to such Merger, no Default or delayedEvent of Default exists and (i) the Borrower is the continuing and surviving Person or (ii) if the Borrower is not the continuing and surviving Person, (A) the Borrower (x) provides the Administrative Agent and the Lenders at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent and the Lenders all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent and the Lenders in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to giving effect to such transaction or related series of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the Borrower; (b) The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of the Property of the Borrower and its PropertySubsidiaries, including any disposition of Property taken as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivablewhole; provided, however, that the foregoing shall not apply to nor operate to prevent any such sale, transfer, lease or other disposition so long as no Default or Event of Default then exist, this Section shall not apply exists prior to nor operate and immediately after giving effect to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the such sale, transfer or other disposition of any tangible personal property that, in lease. Upon the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part consummation of a sale Merger that is permitted by this Section 8.10 and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) to which the Borrower is a party but is not the surviving entityor continuing Person, (ii) the successor Person formed by such Merger or into which the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will is merged, consolidated or amalgamated shall succeed to, and be in pro forma compliance with all provisions of this Agreement upon substituted for, and after such merger or consolidation may exercise every right and (iii) power of, the Borrower will not engage in any material line of business substantially different hereunder and under the other Loan Documents with the same effect as if such successor Person had been named as the Borrower herein and the Borrower shall thereupon be released from that engaged in on all obligations hereunder and under the Closing Dateother Loan Documents.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default is then existcontinuing, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and or any of its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) Leases of portions of any Real Property to Tenants; (e) the sale, transfer, lease or other disposition of manufactured homes in the ordinary course of business of the Borrower or any Subsidiary; (f) the sale or transfer of REIT Shares; (g) any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating that is not otherwise expressly permitted by the foregoing clauses and for net consideration that is not more than 20% ten percent (10%) of the Total Asset Value of the Borrower (i) for all such transactions after the 2016 Fiscal Year, on the date of this Agreement, or (ii) for any subsequent Fiscal Year, the last day of the Fiscal Year immediately preceding such sale, transfer, lease or other disposition; (fh) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; (i) to the extent constituting an Investment, transactions expressly permitted under Section 8.8; and (gj) the merger any issuance, assignment, sale or consolidation transfer of Stock or other equity interests of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entitysuch issuance, (ii) the Borrower has delivered evidence reasonably satisfactory assignment, sale or transfer shall not cause a Change of Control to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateoccur.

Mergers, Consolidations and Sales. Except with respect to an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in enter into any event sell or discount (with or without recourse) any of its notes or accounts receivablejoint venture; provided, however, so long as no Default or Event of Default is then existcontinuing, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and or any of its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) Leases of portions of any Real Property to Tenants; (e) the any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating that is not otherwise expressly permitted by the foregoing clauses and for net consideration that is not more than twenty percent (20% %) of the Total Asset Value on the last day of the Borrower for all Fiscal Quarter immediately preceding such transactions after the date of this Agreementsale, transfer, lease or other disposition; (f) any merger if it results the Borrower may issue or sell equity interests; provided that the Borrower shall remain in compliance with the simultaneous payoff in immediately available funds definition of the ObligationsChange of Control; and (g) to the merger or consolidation of the Borrower with another Person not otherwise extent constituting an Investment, transactions expressly permitted under clauses (c) Section 8.8, and (f) abovethe sale or disposition thereof, so long as (i) the Borrower is the surviving entityincluding, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions without limitation, Borrower’s portfolio of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datesecurities investments.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 2015% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement;; and (fe) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the No Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or merger, amalgamation, consolidation, arrangement or reorganization or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or transaction other than in any event sell or discount (with or without recourse) any the ordinary course of its notes or accounts receivablebusiness; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the (i) any Borrower and its Subsidiaries any Wholly owned Subsidiary to one another in the ordinary course of its businessand (ii) any Borrower or Subsidiary to another for fair value; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of any Subsidiary that is neither a Borrower nor a Guarantor and any other Subsidiary that is neither a Borrower nor a Guarantor to one another; (c) any Subsidiary may merge or amalgamate with (i) a Borrower, provided that (A) if the Subsidiary is merging with the US Borrower, such Borrower shall be the continuing or surviving Person and (B) if such Subsidiary is amalgamating with the Canadian Borrower, the amalgamated corporation resulting from such amalgamation shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder, or (ii) any one or more other Subsidiaries, provided that when any Wholly owned Subsidiary is merging or amalgamating with another Subsidiary, the Wholly owned Subsidiary shall be the continuing or surviving Person; (d) in connection with any acquisition permitted under Section 8.9, any Borrower and any Subsidiary of a Borrower may merge or amalgamate into or consolidate with any other Person or permit any other Person to merge or amalgamate into or consolidate with it; provided that the Person surviving such merger, amalgamation or consolidation shall be a Borrower or any a Subsidiary of such Borrower, or in the case of the Canadian Borrower, the amalgamated corporation resulting from such amalgamation shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder; (including any e) sale, transfer or other disposition of Property as part any equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of a sale and leaseback transactionsimilar replacement property or (ii) aggregating not more than 20% the proceeds of such sale, transfer or other disposition are reasonably promptly applied to the Total Asset Value purchase price of the Borrower for all such transactions after the date of this Agreementreplacement property; (f) non-exclusive licenses of intellectual property rights; (g) any merger Subsidiary may dissolve, liquidate or otherwise terminate its existence, or may reincorporate or reorganize in another jurisdiction, if it results in the simultaneous payoff in immediately available funds U.S. Borrower determines that such action is consistent with the interests of the ObligationsU.S. Borrower and its Subsidiaries taken as a whole; and (gh) the merger any Borrower or consolidation any Subsidiary may sell, lease, transfer or otherwise dispose of the Borrower with another any assets to any Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the such disposition is for fair market value (as determined by such Borrower is the surviving entity, or Subsidiary); and (ii) the aggregate amount of all such dispositions pursuant to this subsection (g) for all of the Borrowers and Subsidiaries does not exceed, for the most recently completed four fiscal quarters of U.S. Borrower, an amount equal to fifteen percent (15%) of Consolidated Total Assets for the most recently completed fiscal year of U.S. Borrower; provided, however, that if the proceeds hereof are intended to be used to repay Indebtedness for Borrowed Money or to acquire property useful in the business of the U.S. Borrower has delivered evidence reasonably satisfactory to and its Subsidiaries within three hundred sixty-five (365) days, then such sale, lease, transfer or other disposition shall be excluded for the Administrative Agent that it will be in pro forma purposes of determining compliance with all provisions of this Agreement upon and after such merger clause (g) or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datehereof.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Guarantors to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or any of its SubsidiarySubsidiaries, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% of $1,000,000 during the Total Asset Value of the Borrower for all such transactions after the date term of this Agreement; (e) the sale, transfer, lease or other disposition of Property of the Non-debtor Subsidiaries to any other Non-debtor Subsidiary; (f) any merger if it results merger, consolidation, or sale, transfer, lease or other disposition of Property of Avicola and its Subsidiaries permitted under the Avicola Pre-Petition Credit Agreement as in effect on the simultaneous payoff Petition Date, but only for so long as the Avicola Pre-Petition Credit Agreement is in immediately available funds of the Obligations; andeffect and any Avicola Pre-petition Obligations remain outstanding; (g) the merger or consolidation of the Borrower any Non-debtor Subsidiary with another Person not otherwise permitted under clauses any other Non-debtor Subsidiary; and (c) and (f) above, so long as (ih) the Borrower is sale of machinery and equipment by the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory Debtors to Non-debtor Subsidiaries for fair value and on terms no less favorable to the Administrative Agent that it will be relevant Debtor than such Debtor could have obtained from an unaffiliated third party in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datean arm’s length transaction.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or merger, amalgamation, consolidation, arrangement or reorganization or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or transaction other than in any event sell or discount (with or without recourse) any the ordinary course of its notes or accounts receivablebusiness; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into to the Borrower or any other Subsidiary; (b) any mergers, amalgamations, consolidations, arrangements or reorganizations or other transactions undertaken in connection with the Blue Transactions; (c) any Subsidiary may merge or amalgamate with (i) the Borrower, provided that, in that if the case of any merger involving Subsidiary is merging with the Borrower, the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, a Wholly-owned Subsidiary shall be the entity continuing or surviving the mergerPerson; (d) the Borrower and any of its Subsidiaries may merge or amalgamate into or consolidate with any other Person or permit any other Person to merge or amalgamate into or consolidate with it; provided that the Person surviving such merger, amalgamation or consolidation shall be the Borrower or a Subsidiary of the Borrower; (e) the sale, transfer or other disposition of any tangible personal equipment or real property thatto the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such sale, transfer or other disposition are reasonably promptly applied to the purchase price of such replacement property; (f) non-exclusive licenses of intellectual property rights; (g) any Subsidiary may dissolve, liquidate or otherwise terminate its existence, or may reincorporate or reorganize in another jurisdiction, if the reasonable business judgment Borrower determines that such action is consistent with the interests of the Borrower or and its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of businessSubsidiaries taken as a whole; (eh) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including may sell, lease, transfer or otherwise dispose of any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) assets to any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) such disposition is for fair market value (as determined by the Borrower is the surviving entity, or Subsidiary); and (ii) the aggregate amount of all such dispositions pursuant to this subsection (h) for the Borrower has delivered evidence reasonably satisfactory and all Subsidiaries does not exceed, for the most recently completed four fiscal quarters of the Borrower, an amount equal to fifteen percent (15%) of Consolidated Total Assets for the most recently completed fiscal year of the Borrower; provided that if the proceeds hereof are intended to be used to repay Indebtedness for Borrowed Money or to acquire property useful in the business of the Borrower and its Subsidiaries within three hundred sixty-five (365) days, then such sale, lease, transfer or other disposition shall be excluded for the purposes of determining compliance with this subsection (h); and (i) any sale, transfer or other disposition (i) constituting a casualty event or (ii) to the Administrative Agent that it will be extent required by or made pursuant to buy/sell arrangements between the joint venture parties set forth in pro forma compliance with all provisions of this Agreement upon joint venture agreements and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datesimilar binding arrangements.

Mergers, Consolidations and Sales. Except with respect to an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheldLenders, conditioned or delayed), the Borrower shall notno Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary to, effect consummate any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, this Section 8.9 shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and or any of its Subsidiaries to one another in the ordinary course of its businessanother; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger or consolidation of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of businessbusiness and the sale, transfer or other disposition of personal property no longer used or useful in the business or obsolete; (d) Leases of portions of any Real Property to Tenants; (e) so long as no Event of Default is then continuing or would result therefrom, any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary consisting of (i) on-campus medical office buildings or off-campus medical office buildings and (ii) any other commercial properties (other than, for the avoidance of doubt, any multi-family properties); (f) so long as no Default or Event of Default is then continuing or would result therefrom, any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating that is not otherwise expressly permitted by the foregoing clauses and for net consideration that is not more than 20% of the Total Asset Value as of the Borrower Closing Date in the aggregate for all such transactions after during the date term of this Agreement; (fg) so long as no Default or Event of Default is then continuing or would result therefrom, any merger or other combination if it results in the simultaneous payoff in immediately available funds of the Obligations; (h) any merger or consolidation or other combination with any other Person subject to (i) subject to Section 8.9(b) above, if such merger or consolidation or other combination involves any Loan Party, such Loan Party shall be the survivor thereof; (ii) (x) if a Loan Party is the survivor thereof, the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger and (y) if a Loan Party is not the survivor thereof, the Borrower shall have given the Administrative Agent and the Lenders at least five (5) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Parent and the Subsidiaries with the terms and conditions of the financial covenants contained in Section 8.20, after giving effect to such consolidation or merger; (i) the issuance and sale of equity interests as long as a Change of Control does not result therefrom; (j) to the extent constituting an Investment, transactions expressly permitted under Section 8.8; and (gk) the merger other sales, transfers, leases or consolidation other dispositions of the Borrower with another Person property or assets other than Real Property in an aggregate amount not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage exceed $5,000,000 in any material line of business substantially different from that engaged in on the Closing DateFiscal Year.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which The Company shall not be unreasonably withheld, conditioned a party to any merger or delayed), consolidation unless the Borrower Company is the surviving entity and no Default or Event of Default exists or would exist after giving effect to such merger or consolidation. The Company shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower Company and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and or into the Borrower Company (with the Company being the surviving entity) or any other another existing or newly-formed Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the dissolution of any Subsidiary pursuant to a plan of dissolution requiring the conveyance or distribution of all or substantially all of the assets of such Subsidiary to the Company or to another existing or newly-formed Subsidiary; (e) the dissolution, sale or transfer of any Non-Borrower Subsidiary; (f) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (g) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Company or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (eh) sales by the Company or its Subsidiaries of assets categorized in the “Corporate” segment (or any successor thereto) as identified in the Company’s consolidated financial statements filed with the SEC; and (i) any other sale, transfer, lease or other disposition of Property of the Borrower Company or any Subsidiary not described in the foregoing clauses (a) through (h) (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Company and its Subsidiaries not more than 20% of $400,000,000 during the Total Asset Value of the Borrower for all such transactions after the date term of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except in connection with an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone AF REIT or any Subsidiary to, effect any merger merge or consolidationconsolidate, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default is then existcontinuing or would result therefrom, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its or any of the Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (ci) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger and (ii) the merger of Genie Acquisition, LLC with and into AF REIT on or about the Closing Date so long as AF REIT is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% in the ordinary course of the Total Asset Value of the Borrower for all such transactions after the date of this Agreementbusiness; (fd) Leases of portions of any Real Property to Tenants; (e) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; andObligations (other than contingent indemnification obligations for which no claim or demand has been made and Obligations under Letters of Credit that have been Cash Collateralized or otherwise backstopped (including by “grandfathering” into future credit facilities) on terms reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer); (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) abovemerger or consolidation, directly or indirectly, with any other Person so long as (i) AF REIT, the Borrower or a Guarantor, as applicable, shall be the survivor thereof and no Change of Control shall result therefrom; provided that if the Borrower is a party to such merger or consolidation, the surviving entity, Borrower shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by AF REIT, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such merger consolidation or consolidation merger; (g) AF REIT and the Borrower may issue or sell equity interests; provided that AF REIT and the Borrower, as the case may be, shall remain in compliance with the definition of Change of Control; (iiih) to the extent constituting an investment of the type covered thereunder, transactions expressly permitted under Section 8.8; and (i) the liquidation or dissolution of, or the sale, transfer or disposition of substantially all the equity interests of any other Subsidiary of the Borrower will that does not engage own, directly or indirectly, any Unencumbered Pool Property (or, prior to, or substantially concurrent with, such liquidation, dissolution, sale, transfer or disposition, any such Unencumbered Pool Property is deleted as an Unencumbered Pool Property pursuant to Section 7.3(d)), so long as such Subsidiary is not otherwise required hereunder to be a Guarantor. Nothing in any material line this Section 8.9 shall prohibit the dissolution of business substantially different from that engaged a Subsidiary which has disposed of its assets in on the Closing Dateaccordance with this Agreement.

Mergers, Consolidations and Sales. Except with respect to an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone ARC REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default is then existcontinuing, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and or any of its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) Leases of portions of any Real Property to Tenants; (e) the any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating that is not otherwise expressly permitted by the foregoing clauses and for net consideration that is not more than twenty percent (20% %) of the Total Asset Value on the last day of the Borrower for all Fiscal Quarter immediately preceding such transactions after the date of this Agreementsale, transfer, lease or other disposition; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and; (g) the merger merge or consolidation of the Borrower consolidate, directly or indirectly, with another any other Person not otherwise permitted under clauses (c) and (f) above, so long as (i) ARC REIT, the Borrower is and the surviving entityGuarantors, as applicable, shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by ARC REIT, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such consolidation or merger or consolidation and (iiiv) the Borrower will not engage obtains the prior written consent in any material line writing of business substantially different from the Required Lenders in their sole discretion; (h) the Borrower may issue or sell equity interests; provided that engaged the Borrower shall remain in on compliance with the Closing Datedefinition of Change of Control; and (i) to the extent constituting an Investment, transactions expressly permitted under Section 8.8.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or, consolidation, division, amalgamation or consolidationmigration (except to a state of the United States or the District of Columbia), or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to preventprevent any of the following: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course Loan Party, or (ii) of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefromany Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Subsidiary with and into the Borrower a Loan Party (other than Ultimate Parent or any other Subsidiary, a Holding Company); provided that, in the case of any merger involving the (i) Borrower, the Borrower is the entity company surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (eg) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the unwinding of any Hedging Agreement; (i) the Division of any Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (j) sales, transfers or other dispositions of investments, including in joint ventures or any Subsidiaries that are not Wholly Owned Subsidiaries (i) in an aggregate annual amount for all such sales, transfers or other dispositions not to exceed $100,000,000 and (ii) in unlimited amounts so long as Borrower shall prepay the Loans in an amount equal to the excess of all Net Cash Proceeds of such sales, transfers or other dispositions in excess of $100,000,000, applied first to the outstanding Term Loans (to be applied to the remaining amortization payments on the Term Loans in the inverse order of maturity) until paid in full and then to the Revolving Credit without a corresponding reduction in the Revolving Credit Commitments; in each case so long as (x) such sale, transfer or other disposition shall be made for fair value, (y) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (z) no Default or Event of Default exists or would result therefrom; (k) any Subsidiary of a Loan Party (other than Borrower) may liquidate or dissolve if (x) Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders and (y) to the extent such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with this Agreement, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, Borrower or another Guarantor after giving effect to such liquidation or dissolution; (l) the sale, transfer, lease transfer or other disposition of Property of the Borrower any Loan Party or any Subsidiary (including any sale, transfer or other disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Subsidiary other than a Loan Party) aggregating in an aggregate annual amount for all such sales, transfers or other dispositions not more than 20to exceed 1.75% of Total Assets as of the last day of the most recently ended Test Period; in each case so long as (x) such sale, transfer or other disposition shall be made for fair value, (y) at least 75% of the Total Asset Value total consideration received therefor shall consist of the Borrower for all such transactions after the date cash or Cash Equivalents, and (z) no Default or Event of this AgreementDefault exists or would result therefrom; (fm) the sale, transfer or other disposition of Property to conform to requirements of Law; (n) any merger if it results forgiveness of Indebtedness in the simultaneous payoff in immediately available funds respect of the Obligationsemployee note payables; (o) Specified Asset Sales; and (gp) a disposition of cash, shares, securities, convertible loan notes or other assets by a Loan Party on behalf of its clients (provided such clients are not Loan Parties) for the merger purposes of investing, managing or consolidation otherwise dealing with such assets in the ordinary course of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory business. Notwithstanding anything to the Administrative Agent that it will be contrary in pro forma compliance with all provisions of this Agreement upon or any other Loan Document, no Loan Party shall sell, transfer, assign or dispose of any patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and after confidential commercial and proprietary information necessary to conduct their businesses as now-conducted to any non-Loan Party Subsidiary unless such merger or consolidation and (iii) transfer is for a bona fide business purpose as determined in good faith by the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrower.

Mergers, Consolidations and Sales. Except with the prior Without SNB’s written consent of the Required Lenders (which shall not be unreasonably withheldconsent, conditioned or delayed), the Borrower shall not, nor shall it and not permit Whitestone REIT any of its Subsidiaries to, (i) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary to, effect any merger or consolidationthe acquisition of a Subsidiary which complies with clause (B) of this Section 5.02(a) or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iii) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise dispose of convey an interest in all or any substantial part of its Propertyassets (including without limitation the capital stock of Subsidiaries) other than any sale, including transfer, conveyance or lease in the ordinary course of business or any disposition sale or assignment of Property as part receivables; except for (A) any such merger or consolidation of a sale and leaseback transactionany direct wholly owned Subsidiary of the Borrower into, or in any event sell or discount (with or without recourseto Borrower or any other direct wholly owned Subsidiary, (B) any of its notes purchases or accounts receivable; provided, however, so long as acquisitions which otherwise comply with the terms hereof provided (x) no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: has occurred and is continuing or would result therefrom and (ay) the sale, transfer, lease purchase price for any single purchase or other disposition acquisition does not exceed 10% of Property Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) as of the Borrower date of such purchase or acquisition (calculated on a pro forma basis giving effect to such acquisition or purchase) and its Subsidiaries to one another (z) the aggregate purchase price of all purchases and acquisitions after the Effective Date does not exceed 20% of Net Worth minus all amounts which in the ordinary course of its business; accordance with GAAP would be characterized as intangible assets (bincluding goodwill) and (C) sales of shares of assets and capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other SubsidiarySubsidiaries that are not Material Subsidiaries, provided thatthat as to (A), in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (cB) and (fC) above, so long as (i) the Borrower no Default or Event of Default has occurred and is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datecontinuing.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower and HAI shall not, nor shall it permit Whitestone REIT or any Restricted Subsidiary to, effect be a party to any merger or consolidation, or during any fiscal year sell, transfer, lease or otherwise dispose of (whether in a single transaction or in multiple transactions) all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower HAI and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity Person surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) sales or other dispositions (whether as part of a sale and leaseback transaction or otherwise) of fixed assets within 180 days of the acquisition thereof; (g) the sale, transfer, lease or other disposition of Property of the Borrower HAI or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transactiontransaction but excluding dispositions permitted pursuant to the preceding clause (f)) in an amount for the Borrower and its Restricted Subsidiaries aggregating not more more, during any fiscal year of the Borrower, than 205% of Total Assets as of the Total Asset Value last day of the immediately preceding fiscal year computed on a consolidated basis in accordance with GAAP; (h) any Subsidiary of the Borrower for may dispose of all such transactions after or substantially all of its assets (upon voluntary liquidation or otherwise) to the date of this AgreementBorrower or any Subsidiary; (fi) any merger if it results transfers permitted under Section 5.12(g); (j) assignments of intellectual property in the simultaneous payoff in immediately available funds ordinary course of business; (k) the liquidation or sale of the Obligationsinvestments permitted under clauses (a) through (c) under Section 5.12 in the ordinary course of business for fair market value; (l) (i) Liens permitted by Section 5.11, (ii) distributions permitted by Section 5.9 and (iii) investments permitted by Section 5.12; (m) the leasing, licensing or occupancy agreements or sub-leasing of Property or the termination of such leasing, licensing, occupancy agreements or sub-leasing, in each case, in the ordinary course of business; and (gn) sales, transfers or dispositions of HAI’s common capital stock that have been repurchased by HAI and held in treasury, to the merger or consolidation extent such common capital stock constitute “margin stock” within the meaning of Regulation U of the Borrower with another Person not otherwise permitted under clauses (c) and (f) aboveBoard of Governors of the Federal Reserve System, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory in effect from time to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datetime.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default is then existcontinuing, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and or any of its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property in the ordinary course of business (i) that, in the reasonable business judgment of the Borrower or its SubsidiarySubsidiaries, has become obsolete or worn outout or (ii) so long as the proceeds of each such sale, transfer or other disposition are used (or contractually committed to be used) to acquire (and which is disposed results within one hundred eighty (180) days of such sale or exchange in the ordinary course acquisition of) replacement items of businesstangible personal property; (d) Leases of portions of any Real Property to Tenants; (e) the sale, transfer, lease or other disposition of manufactured homes in the ordinary course of business of the Borrower or any Subsidiary; (f) the sale or transfer of REIT Shares; (g) any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating that is not otherwise expressly permitted by the foregoing clauses and for net consideration that is not more than 20% ten percent (10%) of the Total Asset Value of the Borrower (i) for all such transactions after the 2013 Fiscal Year, on the date of this Agreement, or (ii) for any subsequent Fiscal Year, the last day of the Fiscal Year immediately preceding such sale, transfer, lease or other disposition; (fh) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (gi) to the merger or consolidation of the Borrower with another Person not otherwise extent constituting an Investment, transactions expressly permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateSection 8.8.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course Loan Party, (ii) of its business; any Excluded Subsidiary to another Excluded Subsidiary, or (biii) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, constituting a Permitted Intercompany Transfer so long as no Change of Control results therefromsuch Permitted Intercompany Transfer is in compliance with Section 8.16; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, a Loan Party; provided that, in the case of any merger involving (i) the Borrower, the Borrower is the entity corporation surviving the merger or (ii) a Loan Party (other than the Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (eg) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the sale, transfer, lease sale by PBS of securities or other disposition financial assets in the ordinary course of Property business; (i) the unwinding of any Hedging Agreement; (j) the lapse or abandonment of intellectual property in the ordinary course of business; (k) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (l) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (m) terminations of leases, subleases, licenses and sublicenses by the Borrower or any of its Subsidiaries in the ordinary course of business; (n) sales by the Borrower or any of its Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of the Borrower and its Subsidiaries; (o) transfers of equity issued by ERS to current equity holders of ERS to enable such holders to maintain their percentage interests in ERS; (p) the Disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Subsidiary) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entitysuch Disposition shall be made for fair value, (ii) at least 75% of the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions total consideration received therefor shall consist of this Agreement upon and after such merger cash or consolidation and Cash Equivalents, (iii) No Default exists or would result therefrom, and (iv) the Borrower will not engage Loan Parties are in any material line of business substantially different from that engaged compliance with the Minimum Adjusted EBITDA covenant set forth in Section 8.23(d) on a pro forma basis after giving effect to such Disposition (looking back four completed fiscal quarters as if the Disposition occurred on the Closing Datefirst day of such period); and (q) any Permitted Acquisition.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which No Loan Party shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefromLoan Party; (c) the merger of any Subsidiary Loan Party (other than Postal Realty REIT) with and into the Borrower or any other SubsidiaryLoan Party, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the mergerPerson; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiaryrelevant Loan Party, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (e) the Leases of all or any portion of any Real Property to Tenants; (f) any sale, transfer, lease or other disposition Disposition of a Borrowing Base Property of the Borrower or any Subsidiary (including any disposition Disposition of such Property as part of a sale and leaseback transaction) aggregating not more than 20% of so long as such Borrowing Base Property is deleted from the Total Asset Value of the Borrower for all such transactions after the date of this AgreementBorrowing Base pursuant to Section 7.3; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) each Guarantor (other than Postal Realty REIT) from issuing or selling its Equity Interests to the Borrower is the surviving entity, extent permitted by this Agreement; and (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be and Postal Realty REIT may each issue or sell its respective Equity Interests so long as, after consummating such transaction, Postal Realty REIT shall remain in pro forma compliance with all provisions the definition of this Agreement upon and after such merger Change of Control; (h) transactions expressly permitted under Section 8.9 or consolidation and Section 8.12; and (iiii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DatePermitted Dispositions.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Material Subsidiaries to, effect be a party to any merger or consolidation, or sell, transfer, lease engage in any Asset Sale or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (ai) the sale or lease of inventory in the ordinary course of business; (ii) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Subsidiary Guarantors to one another in the ordinary course of its businesstheir respective businesses; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (ciii) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger, (ii) no Subsidiary Guarantor shall merge into any Subsidiary that is not a Subsidiary Guarantor unless it complies with subsection 6.7 hereof, and (iii) no Subsidiary Guarantor may merge into a Financing Subsidiary or an Insurance Subsidiary; (div) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (v) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or any of its SubsidiaryMaterial Subsidiaries, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (evi) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary of its Material Subsidiaries (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Material Subsidiaries not more than 2010% of the Total Asset Value Borrower’s total assets (as shown on the most recent audited financial statements of the Borrower for all such transactions after Borrower) during the date entire term of this Agreement; (fvii) any merger if it results or consolidation with a person which is the subject of a Permitted Acquisition, provided that, in the simultaneous payoff in immediately available funds case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (viii) terminations of the Obligationsexistence of or the winding up of non-Material Subsidiaries; and (gix) transactions contemplated by the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) GCC Operating Agreement and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateGCC Investment Agreement.

Mergers, Consolidations and Sales. Except with Neither the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), Parent nor the Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or and neither the Borrower nor any Subsidiary shall sell, transfer, lease or otherwise dispose of all or any part of its Property, including without limitation stock of any Subsidiary, and including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries any Subsidiary to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary (other than the Borrower) with and into the Borrower or any other Subsidiary, Subsidiary provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its such Subsidiary, has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Subsidiaries not more than 20% of $10,000,000 during the Total Asset Value of the Borrower for all such transactions after the date term of this Agreement; (fg) any merger if it results transfers resulting from casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the simultaneous payoff in immediately available funds ordinary course of business which do not materially interfere with the ObligationsBorrower’s or the relevant Subsidiary’s business including, without limitation, those trademarks licensed under the terms of a trademark license agreement between the Borrower and FXX.XXX; (i) the pledge of Collateral pursuant to the Collateral Documents and the incurrence of any Lien permitted under Section 8.8 hereof; and (gj) the merger making of investments permitted under Section 8.9 hereof. So long as no Default or consolidation Event of Default has occurred and is continuing or would arise as a result thereof, upon the written request of the Borrower with another Person not otherwise permitted under clauses (c) and (f) aboveBorrower, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will shall release its Lien on any Property sold pursuant to the foregoing provisions, and such Property shall be in pro forma compliance with all provisions sold or otherwise disposed of free and clear of the Lien created by the Collateral Documents and the obligations under this Agreement upon (including, without limitation, the guaranty in Section 12 hereof), and after the Administrative Agent shall, at the expense of the Borrower, take such merger or consolidation actions as are appropriate and (iii) reasonably requested by the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateconnection therewith.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease lease, or other disposition of Property of the Borrower and its Subsidiaries or any Material Subsidiary who is a Guarantor hereunder to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Domestic Subsidiary (including any corporation which immediately after giving effect to an Acquisition permitted by Section 8.9(o) hereof becomes a Subsidiary) may merge or consolidate with and or into the Borrower or any other Domestic Subsidiary and any Foreign Subsidiary (including any corporation which immediately after giving effect to an Acquisition permitted by Section 8.9(o) hereof becomes a Subsidiary, provided that, ) may merge or consolidate with or into the Borrower or any other Foreign Subsidiary; PROVIDED that in the case of any merger or consolidation involving the Borrower, the Borrower is the entity corporation surviving the merger and in the case of any other merger involving a Wholly-owned Subsidiary, such Wholly-owned Subsidiary is the corporation surviving such merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business or the leasing or subleasing of real property, if such real property is no longer necessary or useful for the efficient operation of its business;; and (ef) in addition to any of the foregoing, the sale, transfer, lease lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition aggregating for the Borrower and its Subsidiaries of Property as part of a sale and leaseback transaction) aggregating not more than 20% $5,000,000 during any fiscal year of the Total Asset Value Borrower; In the event of any merger permitted by Section 8.10(c) above, the Borrower shall give the Agent and the Banks prior written notice of any such event and, immediately after giving effect to any such merger, Schedule 6.2 of this Agreement shall be deemed automatically amended with no further action on the part of any Person, to exclude reference to any such Subsidiary merged out of existence. So long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, upon the written request of the Borrower for all such transactions after Borrower, the date Agent shall release its Lien on any Property sold, transferred or conveyed pursuant to the provisions of this Agreement; subsections (fa), (d), (e) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that (i) this Section shall not apply to nor operate to prevent the sale or lease of inventory in the ordinary course of business, and (ii) so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries which are Guarantors to one another in or the ordinary course sale, lease, transfer or other disposition of its businessProperty of an Immaterial Subsidiary to the Borrower, a Guarantor or another Immaterial Subsidiary; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any (i) Subsidiary with and into the Borrower or any other SubsidiarySubsidiary which is a Guarantor, provided that, (A) in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger, and (B) no Wholly-owned Subsidiary may merge into a Subsidiary which is not a Wholly-owned Subsidiary or (ii) Immaterial Subsidiary with and into another Immaterial Subsidiary; (c) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) Permitted Acquisitions; (f) the sale, transfer or other disposition (including a disposition as part of a sale and leaseback) of any real property that is listed on Schedule 8.10 hereto (including the facilities located thereon); (g) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including excluding any disposition of real property (and facilities located thereon) permitted in Section 8.10(f) or Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $1,000,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the ObligationsBorrower; and (gh) the merger or consolidation dispositions of Property constituting real estate (other than real property listed on Schedule 8.10) as part of a sale and leaseback transaction aggregating for the Borrower with another Person and its Subsidiaries not otherwise permitted under clauses (c) and (f) above, so long as in excess of (i) the Borrower is the surviving entity, $3,000,000 during any fiscal year and (ii) $6,000,000 during the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions term of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateAgreement.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Restricted Subsidiaries to, effect consummate any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transactionSale/Leaseback Transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section 8.10 shall not apply to nor operate to prevent: (a) the sale or lease or licensing of inventory and the sale or other disposition of cash or Cash Equivalents, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Guarantors to one another in the ordinary course of its business; business or to a Restricted Subsidiary that is not a Guarantor (bx) sales if permitted by Section 8.9 (other than Section 8.9(p)) or (y) for fair market value (as determined in good faith by such Person) and at least 75% of shares of capital stock the consideration for such sale, transfer, lease or other equity interests by Borrower disposition consists of cash or Whitesone REIT, so long as no Change of Control results therefromCash Equivalents; (c) the merger or consolidation of any Restricted Subsidiary with and into the Borrower or with any other SubsidiaryRestricted Subsidiary or the liquidation or dissolution of any Restricted Subsidiary (if, in the case of any such dissolution or liquidation, the assets of such Restricted Subsidiary shall be distributed to its equityholders on a ratable basis), provided that, in the case of any merger or consolidation (i) involving the BorrowerBorrower and a Restricted Subsidiary, the Borrower is the entity surviving the mergermerger or (ii) of any Restricted Subsidiary which is not a Subsidiary Guarantor with a Restricted Subsidiary which is a Subsidiary Guarantor, (x) the Subsidiary Guarantor is the surviving entity, (y) the survivor expressly assumes the obligations of the Subsidiary Guarantor in a manner reasonably satisfactory to the Administrative Agent or (z) the merger or consolidation is effected in order to consummate an investment permitted by Section 8.9 or a sale, transfer, lease or other disposition otherwise permitted under this Section 8.10; (d) the sale, forgiveness or discount or other transfer of notes or accounts receivable in the ordinary course of business for purposes of collection or compromise only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer, lease or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Borrower, any Guarantor or its any Restricted Subsidiary, has become obsolete or obsolete, worn out, surplus, uneconomical or no longer used or useful and which is sold, transferred, leased or otherwise disposed of in the ordinary course of business; (ef) the Borrower and any of its Restricted Subsidiaries may grant non-exclusive licenses or sublicenses of Intellectual Property or leases or subleases to other Persons in the ordinary course of business or in connection with Acquisitions permitted hereunder; (g) leases or licenses, subleases or sublicenses (or the termination thereof) entered into in the ordinary course of business to the extent that they do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (A) the Borrower and its Restricted Subsidiaries may sell, transfer or dispose of Equity Interests to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Equity Interests and (B) the Borrower may sell, transfer or dispose of Equity Interests to Holdings (including the sale or issuance of Equity Interests); (i) the Borrower and the Restricted Subsidiaries may sell, transfer, lease or dispose of non-core assets acquired in connection with Acquisitions otherwise permitted hereunder; provided that (i) no Event of Default then exists or would result therefrom and (ii) each such sale, transfer, lease or other disposition is in an arm’s-length transaction and the Borrower or such Restricted Subsidiary receives at least fair market value for such non-core assets; (j) the sale, transfer, lease or other disposition of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties; (k) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (l) sales, transfers, leases or other dispositions of Property to the extent that (a) such Property is exchanged for credit against the purchase price of similar replacement Property or (b) the proceeds of such sale, transfer, lease or other disposition are reasonably promptly applied to the purchase price of such replacement Property; (m) (i) sales, transfers, leases or other dispositions (not including Sale/Leaseback Transactions permitted under Section 8.10(o)) so long as (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower), (B) not less than 75% of the consideration received shall be cash, and (C) no Default or Event of Default shall have occurred or be continuing immediately after giving effect thereto, and (ii) other sales, transfers, leases or other dispositions of Property of the Borrower or any Restricted Subsidiary (including any sale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Restricted Subsidiaries of not more than 20% $20,000,000 during any Fiscal Year of the Total Asset Value of the Borrower for all such transactions after the date of this AgreementBorrower; (fn) transactions permitted by Section 8.9 (other than Section 8.9(p)), Section 8.12 (other than Section 8.12(x)) and any merger if it results in the simultaneous payoff in immediately available funds of the ObligationsPermitted Lien; and (go) Sale/Leaseback Transactions (x) in an unlimited amount if the merger or consolidation Total Leverage Ratio on a Pro-Forma Basis giving effect thereto and the application of the Borrower Net Cash Proceeds thereof as of the last day of the most recently ended fiscal quarter for which financial statements are available on or prior to the date such Sale/Leaseback Transaction is consummated does not exceed 2.50 to 1.00 or (y) if the Total Leverage Ratio as so computed exceeds 2.50 to 1.00, the Net Cash Proceeds received in connection with another Person not otherwise permitted under clauses such Sale/Leaseback Transactions are applied or reinvested in accordance with Section 1.9(b)(iii); provided that, in the case of any of the transactions described in each of Section 8.10(i), (cj) or (m), the Net Cash Proceeds thereof shall be applied as required by Section 1.9(b)(i) and (f) aboveprovided further, so long in the case of any transactions described in Section 8.10(o), the Net Cash Proceeds shall be applied as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory required pursuant to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateSection 1.9(b)(iii).

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $2,500,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the ObligationsBorrower; and (g) the merger sale, transfer, lease or consolidation other disposition of Property of the Borrower or any Subsidiary with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) respect to an exchange of assets or retail store sites of the Borrower is and its Subsidiaries for assets of retail store sites of Persons in the surviving entity, (ii) same Eligible Line of Business as the Borrower has delivered evidence reasonably satisfactory and its Subsidiaries, provided that such substitute assets are subject to a valid and perfected first priority Lien pursuant to one or more of the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateCollateral Documents.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidationconsolidation (other than as part of a Permitted Acquisition), or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except in the case of sales of inventory permitted by subsection (a) hereof) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Domestic Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefromanother; (c) the merger of any Domestic Subsidiary with and into the Borrower or any other Domestic Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries in an amount not more than 20to exceed 5% of the Total Asset Value Borrower’s total assets (determined in accordance with GAAP) as shown on the Borrower’s audited balance sheet as of the Borrower for all such transactions after last the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds day of the Obligationsmost recently completed fiscal year during any fiscal year of the Borrower; and (g) the merger or consolidation dissolution of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entityPenford Holdings Pty. Ltd. and Penford Australia Limited, and (ii) the Borrower has delivered evidence reasonably satisfactory to any immaterial Subsidiary approved by the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateAgent.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Parent and each Borrower shall will not, nor shall it and will not permit Whitestone REIT or any Subsidiary of their respective Subsidiaries to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of any operating unit or division or any rights to any trade name or similar intangible or all or any substantial part of its Property, including any disposition Property (except for sales of Property as part inventory in the ordinary course of a sale and leaseback transactionbusiness), or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long that: (a) any Subsidiary of the Parent (including any corporation which immediately after giving effect to an Acquisition permitted by Section 8.17 hereof becomes such a Subsidiary, but in any event excluding the Borrowers) may merge or consolidate with or into the Parent, Mortxx xx any Wholly Owned Subsidiary of Mortxx; xxovided that in any such merger or consolidation involving the Parent or a Borrower, the Parent or such Borrower (as the case may be) shall be the surviving or continuing corporation, or, in the case of any other merger or consolidation of a Subsidiary (whether of the Parent or a Borrower) and a Wholly Owned Subsidiary of the Parent or any Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; and provided, further, that, in the case of such a merger or consolidation involving a Guarantor, the net worth of the continuing or surviving corporation shall not be less than the net worth of such Guarantor immediately prior to such merger or consolidation; (b) any Subsidiary may in the ordinary course of its business sell, lease or otherwise dispose of all or any substantial part of its equipment to the Parent, Mortxx xx any Wholly Owned Subsidiary of the Company; and (c) the Parent may merge with a Wholly Owned Subsidiary incorporated in Delaware solely for the purpose of changing the Parent's state of incorporation to Delaware, with such Wholly Owned Subsidiary surviving such merger, provided that: (i) at the time of such merger, no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease occur or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its businessbe continuing; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence such Wholly Owned Subsidiary shall have acknowledged in writing (in form and substance reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance and Required Lenders) its assumption of all the Parent's obligations under the Loan Documents to the same extent, with all provisions of this Agreement upon the same force and after effect, as if such merger or consolidation Wholly Owned Subsidiary were originally the Parent identified and defined therein; (iii) the Borrower will not engage Agent shall have received an opinion of counsel of the Parent, and such other assurances that the Agent or Required Lenders shall reasonably require, to confirm that such merger has been effected in any material line of business substantially different from accordance with all applicable laws and that engaged the foregoing conditions set forth in this subsection (c) have been satisfied; and (iv) such merger shall have no adverse effect on the Closing Datefinancial condition Properties, business or operations the Parent, Mortxx xx Mortxx Xxxth Carolina or in the ability of any of them to perform or the Agent's ability to enforce performance of the obligations of any of them under the Loan Documents.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT Parent or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as the Borrower and Subsidiaries are in compliance with all covenants and agreements in this Agreement and no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% all or substantially all of the Total Asset Value of the Borrower for all such transactions after on the date last day of this Agreementthe prior Fiscal Quarter, as applicable; (fe) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (gf) the any merger or consolidation of the Borrower consolidation, directly or indirectly, with another any other Person not otherwise permitted under clauses (c) and (f) above, so long as (i) Parent, the Borrower is and the surviving entitySubsidiaries, as applicable, shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least fifteen (15) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default ​ ​ has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by Parent, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such merger consolidation or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datemerger.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (ci) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the mergermerger and (ii) the liquidation or dissolution of any Subsidiary (other than a Material Subsidiary); provided that, any disposition of assets by any such Subsidiary shall be to the Borrower or another Subsidiary; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the sale or lease of financial assets (including without limitation securities, loans, derivatives and other financial instruments) by Regulated Subsidiaries in the ordinary course of business; (g) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $25,000,000 during any fiscal year of the Total Asset Value Borrower; (h) the merger of the Borrower for all such transactions after with any other Person as part of a Permitted Acquisition, provided that the date of this AgreementBorrower is the entity surviving the merger; (fi) any merger if it results the sale, transfer, lease or other disposition in the simultaneous payoff in immediately available funds ordinary course of the Obligationsbusiness of Property as a dealer, broker, intermediary or marketplace operator; and (gj) the merger or consolidation sales of the Borrower fixed assets in connection with another Person not otherwise indebtedness permitted under clauses (cby Section 8.7(b) that consists of a sale and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateleaseback transaction.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course Loan Party, (ii) of its business; any Excluded Subsidiary to another Excluded Subsidiary, or (biii) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, constituting a Permitted Intercompany Transfer so long as no Change of Control results therefromsuch Permitted Intercompany Transfer is in compliance with Section 8.16; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, a Loan Party; provided that, in the case of any merger involving (i) the Borrower, the Borrower is the entity corporation surviving the merger or (ii) a Loan Party (other than the Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (eg) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the sale, transfer, lease sale by PBS of securities or other disposition financial assets in the ordinary course of Property business; (i) the unwinding of any Hedging Agreement; (j) the lapse or abandonment of intellectual property in the ordinary course of business; (k) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (l) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (m) terminations of leases, subleases, licenses and sublicenses by the Borrower or any of its Subsidiaries in the ordinary course of business; (n) sales by the Borrower or any of its Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of the Borrower and its Subsidiaries; (o) transfers of equity issued by ERS to current equity holders of ERS to enable such holders to maintain their percentage interests in ERS; (p) the Disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Subsidiary) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entitysuch Disposition shall be made for fair value, (ii) at least 75% of the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions total consideration received therefor shall consist of this Agreement upon and after such merger cash or consolidation Cash Equivalents, and (iii) the Borrower will not engage in No Default exists or would result therefrom; and (q) any material line of business substantially different from that engaged in on the Closing DatePermitted Acquisition.

Mergers, Consolidations and Sales. Except with Without the prior Bank’s written consent of the Required Lenders (which shall not be unreasonably withheldconsent, conditioned or delayed), the Borrower shall not, nor shall it and not permit Whitestone REIT any of its Subsidiaries to, (i) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary to, effect any merger or consolidationthe acquisition of a Subsidiary which complies with clause (B) of this Section 6.1 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iii) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise dispose of convey an interest in all or any substantial part of its Propertyassets (including without limitation the capital stock of Subsidiaries) other than any sale, including transfer, conveyance or lease in the ordinary course of business or any disposition sale or assignment of Property as part receivables; except for (A) any such merger or consolidation of a sale and leaseback transactionany direct wholly owned Subsidiary of the Borrower into, or in any event sell or discount (with or without recourseto Borrower or any other direct wholly owned Subsidiary, (B) any of its notes purchases or accounts receivable; provided, however, so long as acquisitions which otherwise comply with the terms hereof provided (x) no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: has occurred and is continuing or would result therefrom and (ay) the sale, transfer, lease purchase price for any single purchase or other disposition acquisition does not exceed 10% of Property Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) as of the Borrower date of such purchase or acquisition (calculated on a pro forma basis giving effect to such acquisition or purchase) and its Subsidiaries to one another (z) the aggregate purchase price of all purchases and acquisitions after the Effective Date does not exceed 20% of Net Worth minus all amounts which in the ordinary course of its business; accordance with GAAP would be characterized as intangible assets (bincluding goodwill) and (C) sales of shares of assets and capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other SubsidiarySubsidiaries that are not Material Subsidiaries, provided thatthat as to (A), in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (cB) and (fC) above, so long as (i) the Borrower no Default or Event of Default has occurred and is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datecontinuing.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business (including the sale of leased Equipment at lease expiration, termination or following an Obligor default for fair market value in the ordinary course of business); (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary Loan Party with and into the Borrower or any other SubsidiaryLoan Party, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the liquidation or dissolution of any Financing Subsidiaries, or the sale, transfer, lease or otherwise dispose of all or any part of the Property of any Financing Subsidiaries; (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the sale of any Contracts, including rights to the leased Equipment subject thereto, including any such sale to any Financing Subsidiary, provided that, with respect to Contracts (and the related Equipment) that are then included in the Borrowing Base or that otherwise constitute Collateral hereunder, (i) such transaction is in the ordinary course of the relevant Loan Party’s business, (ii) no Default then exists or would arise after giving effect to such transaction, (iii) the Borrower provides the Administrative Agent prior written notice of such sale setting forth the terms and conditions thereof (including a description of the assets being sold and the purchase price to be paid), (iv) the Borrower provides the Administrative Agent (for distribution by it to the Lenders) a pro forma Borrowing Base Certificate showing that no Borrowing Base Deficiency exists or will result following application of amounts payable pursuant to clause (v), and (v) the lesser of (x) the Net Cash Proceeds from such sale and (y) the amount of any Borrowing Base Deficiency are paid over directly to the Administrative Agent for application to the Obligations then outstanding; (g) the liquidation or dissolution of any Financing Subsidiaries or the sale, transfer, lease or other disposition otherwise dispose of all or any part of the Property of any Financing Subsidiaries; and (h) the Disposition of Property (other than Contracts) of the Borrower any Loan Party or any Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than 20% $5,000,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrower.

Mergers, Consolidations and Sales. Except The Company will not merge or consolidate with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidationinto, or sellconvey, transfer, lease or otherwise dispose of all (whether in one transaction or any part a series of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recoursetransactions) any of its notes Property (whether now owned or accounts receivablehereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or permit any Subsidiary to do so; provided, however, that the Company may merge or consolidate with another Person, including a Subsidiary, if (A) the Company is the surviving corporation, (B) the Company will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation, and (C) the Company will not engage in any material line of business substantially different from that engaged in on the Series A Closing Day and; provided further, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower Company and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower Company or any other Subsidiary, provided that, in the case of any merger involving the BorrowerCompany, the Borrower Company is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of (i) any tangible personal property that, in the reasonable business judgment of the Borrower Company or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;, or (ii) for the avoidance of doubt, capital stock of the Company held by the Company as treasury stock; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all ); provided, that if such transactions after the date of this Agreement; (f) sale, transfer, lease or disposition during any merger if it results Fiscal Quarter exceeds $5,000,000 and together with any other sales, transfers, leases or dispositions made during such Fiscal Quarter in the simultaneous payoff in immediately available funds of aggregate exceed $50,000,000, then for such sales, transfers, leases or dispositions, the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory Company shall provide to the Administrative Agent holders of Notes covenant calculations for the covenants contained in Section 10.10, showing that it will after giving effect to such sales, transfers, leases or dispositions, the Company shall be in pro forma compliance with all provisions of this Agreement upon such covenants for the Fiscal Quarter then most recently ended for which financial statement have been provided hereunder.” 1.15 Section 10.10 is amended and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.restated, as follows:

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall will not, nor shall it and will not permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of any operating unit or division or any rights to any trade name or similar intangible or all or any substantial part of its Property, including any disposition Property (except for sales of Property as part inventory in the ordinary course of a sale and leaseback transactionbusiness), or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, so long as that: (a) any Subsidiary of the Borrower may merge or consolidate with or into the Borrower or any Wholly Owned Subsidiary of the Borrower; PROVIDED THAT in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation, or, in the case of any other merger or consolidation of a Subsidiary and a Wholly Owned Subsidiary of the Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; and PROVIDED, FURTHER, that, in the case of such a merger or consolidation involving a Guarantor, the net worth of the continuing or surviving corporation shall not be less than the net worth of such Guarantor immediately prior to such merger or consolidation; (b) any Subsidiary may in the ordinary course of its business sell, lease or otherwise dispose of all or any substantial part of its equipment to the Borrower or any Wholly Owned Subsidiary of the Borrower; and (c) the Borrower may merge with a Wholly Owned Subsidiary incorporated in Delaware and directly owned by the Borrower solely for the purpose of changing the Borrower's state of incorporation to Delaware, with such Wholly Owned Subsidiary surviving such merger, PROVIDED THAT: (i) at the time of such merger, no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent:occur or be continuing; (aii) such Wholly Owned Subsidiary shall have acknowledged in writing (in form and substance reasonably satisfactory to the Agent and Required Lenders) its assumption of all the Borrower's obligations under the Loan Documents to the same extent, with the same force and effect, as if such Wholly Owned Subsidiary were originally the Borrower identified and defined therein; (iii) the Agent shall have received an opinion of counsel of the Borrower, and such other assurances that the Agent or Required Lenders shall reasonably require, to confirm that such merger has been effected in accordance with all applicable laws and that the foregoing conditions set forth in this subsection (c) have been satisfied; and (iv) such merger shall have no adverse effect on the financial condition Properties, business or operations the Borrower or any Subsidiary or on the ability of any Subsidiary to perform or the Agent's ability to enforce performance of the obligations of any of them under the Loan Documents. The term "substantial" as used herein shall mean the sale, transfer, lease or other disposition in any fiscal year of Property five percent (5%) or more of the Properties of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long taken as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datewhole.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall Not, and not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger (a) merge, amalgamate or consolidationconsolidate, provided that (i) Max Holdings may merge, amalgamate or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (consolidate with or without recourse) any of its notes or accounts receivable; provided, however, IPC Holdings so long as (y) the Administrative Agent shall have received such documents, certificates and opinions in connection with such merger, amalgamation or consolidation affirming the effectiveness of the Credit Agreement and the other Credit Documents and the liability of the merged, amalgamated or consolidated company for the obligations of each of IPC Holdings and Max Holdings hereunder and thereunder as it shall have reasonably requested and (z) immediately before and after giving effect thereto, no Default or Event of Default then would occur or exist, (ii) any Wholly Owned Subsidiary (other than Max Holdings) may merge, amalgamate or consolidate with another Wholly Owned Subsidiary so long as (w) if structured as a merger and a Credit Party is a party thereto, such Credit Party is the surviving entity, (x) the Administrative Agent shall be satisfied with the corporate and capital structure and management of IPC Holdings and its Subsidiaries after giving effect to such merger, amalgamation or consolidation, (y) the Administrative Agent shall have received such documents, certificates and opinions in connection with such merger, amalgamation or consolidation affirming the effectiveness of the Credit Agreement and the other Credit Documents and the liability of the Credit Parties for the Obligations as it shall have reasonably requested and (z) immediately before and after giving effect thereto, no Default or Event of Default would occur or exist; and (iii) any Subsidiary (other than a Credit Party) may merge, amalgamate or consolidate with one or more other Subsidiaries (other than a Credit Party), provided that, if either such Subsidiary is a Wholly-Owned Subsidiary, the surviving Person shall, after giving effect to such merger, amalgamation or consolidation, be a Wholly-Owned Subsidiary; (b) make any Acquisition, provided that IPC Holdings or any of its Subsidiaries may make any Acquisition so long as (A) no Default or Event of Default has occurred and is continuing or would result from such Acquisition, (B) prior to the closing of such Acquisition, IPC Holdings shall provide the Lenders with a pro forma Compliance Certificate giving effect to such Acquisition, (C) the Administrative Agent shall be satisfied with the corporate and capital structure and management of IPC Holdings and its Subsidiaries after giving effect to such Acquisition and (D) the aggregate consideration to be paid by IPC Holdings or such Subsidiary in connection therewith shall not exceed $250,000,000, and together with the aggregate consideration paid by IPC Holdings and its Subsidiaries in connection with each other Acquisition permitted by this Section 8.1 after the Amalgamation Date shall not apply to nor operate to prevent: exceed $500,000,000; or (ac) the sell, transfer, convey or lease all or any portion of its assets, other than (i) any sale, transfer, conveyance or lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; , (eii) the any sale or assignment of receivables, (iii) any sale, transfer, conveyance or lease not in the ordinary course of business provided the aggregate fair market value of all such sales, transfers, conveyances or other disposition leases after the Amalgamation Date does not exceed $100,000,000, (iv) any sale, transfer, conveyance or lease by any Subsidiary of Property a Credit Party to such Credit Party or to a Wholly Owned Subsidiary of such Credit Party and any sale, transfer, conveyance or lease by Max Bermuda to IPCRe Limited or by IPCRe Limited to Max Bermuda, and (v) Total Return Equity Swaps permitted under Section 8.2(b)(v). Notwithstanding the Borrower foregoing, (w) Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any of its Subsidiaries; (x) any Subsidiary of Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, Max US Holdings or any other Subsidiary of Max US Holdings; (including y) Max UK may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any disposition of Property as part of a sale its Subsidiaries; and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (fz) any merger if it results in the simultaneous payoff in immediately available funds Subsidiary of the Obligations; and (g) the merger Max UK may merge or consolidation consolidate with, purchase or otherwise acquire assets from, and transfer assets to Max UK or any other Subsidiary of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateMax UK.

Mergers, Consolidations and Sales. Except with respect to an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in enter into any event sell or discount (with or without recourse) any of its notes or accounts receivablejoint venture; provided, however, so long as no Default or Event of Default is then existcontinuing, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and or any of its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) Leases of portions of any Real Property to Tenants; (e) the any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating that is not otherwise expressly permitted by the foregoing clauses and for net consideration that is not more than twenty percent (20% %) of the Total Asset Value on the last day of the Borrower for all Fiscal Quarter immediately preceding such transactions after the date of this Agreementsale, transfer, lease or other disposition; (f) any merger if it results the Borrower may issue or sell equity interests; provided, that the Borrower shall remain in compliance with the simultaneous payoff in immediately available funds definition of the ObligationsChange of Control; and (g) to the merger or consolidation of the Borrower with another Person not otherwise extent constituting an Investment, transactions expressly permitted under clauses (c) Section 8.8, and (f) abovethe sale or disposition thereof, so long as (i) the Borrower is the surviving entityincluding, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions without limitation, Borrower’s portfolio of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datesecurities investments.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Restricted Subsidiaries to, effect be a party to any merger merger, consolidation or consolidationdissolution, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Propertythe Property of the Borrower and the Restricted Subsidiaries, taken as a whole, including any disposition of Property as part of a sale and leaseback transactiontransaction (unless such transaction would be permitted had it been structured as a purchase money mortgage or Capital Lease and is treated as such for purposes of this Agreement), or in any event sell or discount (with or without recourse) any of its notes or accounts receivablereceivable (other than sales of accounts receivable by the Borrower and its Restricted Subsidiaries to any Restricted Subsidiary, sale and leaseback transactions between the Borrower or any of its Restricted Subsidiaries and any Restricted Subsidiary and sales or discounts of doubtful accounts or notes taken in satisfaction of same); provided, however, so long as no Default or Event of Default then exist, that this Section 7.14 shall not apply to nor operate to prevent: prevent the Borrower or any of the Restricted Subsidiaries from selling their inventory in the ordinary course of its business or from selling equipment which is obsolete, worn out, or no longer needed for the operation of the business of the Borrower and the Restricted Subsidiaries or which is promptly replaced with equipment of at least equal utility nor shall the foregoing prohibit (ai) mergers of Restricted Subsidiaries with and into the Borrower and sales by Restricted Subsidiaries of all or substantially all of their assets to the Borrower, (ii) mergers of Restricted Subsidiaries with each other and sales of all or substantially all of the assets of a Restricted Subsidiary to another Restricted Subsidiary provided in each case that if either of the two Restricted Subsidiaries in question is a Guarantor, the survivor of the transaction in question remains a Guarantor and all such actions are taken as the Administrative Agent requires to preserve its Liens on the Collateral, (iii) the dissolution or liquidation of any Restricted Subsidiary whose activities are no longer, in the opinion of the Chief Executive Officer or the Board of Directors of the Borrower, necessary for the operation of the business of the Borrower and its Restricted Subsidiaries taken as a whole, provided always that no Default or Event of Default has occurred and is continuing or will result therefrom and if the Restricted Subsidiary to be dissolved or liquidated is a Guarantor, all of its assets remaining after the dissolution or liquidation in question are transferred to another Guarantor and all such actions, if any, are taken as the Administrative Agent may reasonably require in order to insure that it has a Lien on the assets so transferred of the priority required by Section 4.1 hereof. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment assets of the Borrower or its Subsidiarythe Restricted Subsidiaries, has become obsolete whether in one or worn outa series of transactions having a value when aggregated with the value of assets of all other such sales, transfers, leases or other dispositions during the period from and which is disposed including the date hereof to and including the date of in the ordinary course of business; (e) the such sale, transfer, lease or other disposition disposition, would exceed 10% of Property the book value of assets of the Borrower or and the Restricted Subsidiaries as of such date. The Administrative Agent shall release its Lien on any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory sold pursuant to the Administrative Agent that it will be in pro forma compliance with all foregoing provisions if no Default or Event of this Agreement upon Default has occurred and after such merger is continuing or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datewould result therefrom.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, ; provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale, transfer transfer, liquidation or other disposition dissolution of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of Subsidiary no longer used in the ordinary course of business; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (f) the sale, transfer or other disposition of any obsolete, surplus, used or worn out tangible personal property, whether now owned or hereafter acquired, in the ordinary course of business and the sale, transfer or other disposition of tangible personal property no longer used or useful or economically practical to maintain in the conduct of the business Borrower or its Subsidiary; (g) the sale, transfer or other disposition of accounts receivable relating to any Bonding Agreements and any proceeds thereof; and (h) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for Borrower and its Subsidiaries not more than 20% $25,000,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrower.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary Loan Party with and into the Borrower or any other SubsidiaryLoan Party, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become obsolete obsolete, worn out or worn outno longer useful for their business, and which is disposed of in the ordinary course of business;; and (e) the Leases of all or any portion of any Real Property to Tenants; (f) any sale, transfer, lease or other disposition of a Borrowing Base Property of the Borrower or any Subsidiary (including any disposition of such Property as part of a sale and leaseback transaction) aggregating not more than 20% of so long as such Borrowing Base Property is deleted from the Total Asset Borrowing Base Value of the Borrower for all such transactions after the date of this Agreementpursuant to Section 7.3; (fg) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and; (gh) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) each Guarantor may issue or sell its Equity Interests to the Borrower is the surviving entity, extent permitted by Section 8.11 and (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be may each issue or sell its respective Equity Interests so long as, after consummating such transaction, Borrower shall remain in pro forma compliance with all provisions the definition of this Agreement upon and after such merger Change of Control; and (i) transactions expressly permitted under Section 8.9 or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateSection 8.12.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower The Company shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Restricted Subsidiaries to, effect be a party to any merger merger, consolidation or consolidationdissolution, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Propertythe Property of the Company and the Restricted Subsidiaries, taken as a whole, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section 7.14 shall not apply to nor operate to prevent: (a) the sale, transfer, lease Borrowers or other disposition of Property any of the Borrower and its Restricted Subsidiaries to one another from selling their inventory in the ordinary course of its businessbusiness or from selling equipment which is obsolete, worn out, or no longer needed for the operation of the business of the Company and the Restricted Subsidiaries or which is promptly replaced with equipment of at least equal utility; (bi) the merger of a Restricted Subsidiary with and into the Company and sales by a Restricted Subsidiary of shares all or substantially all of capital stock its assets to the Company, and (ii) the merger of a Restricted Subsidiary with and into another Restricted Subsidiary and the sale of all or other equity interests by Borrower substantially all of the assets of a Restricted Subsidiary to another Restricted Subsidiary; provided in each case that if either of the two Restricted Subsidiaries in question is or Whitesone REITbecomes a Guarantor, so long the survivor of the transaction in question remains or becomes a Guarantor and, prior to the Collateral Release Date, all such actions are taken as no Change of Control results therefromthe Agent requires to preserve its Liens on the Collateral; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, transaction so long as (i) the Borrower such transaction would be permitted had it been structured as a purchase money mortgage or Capital Lease and is the surviving entity, treated as such for purposes of this Agreement or (ii) such sale and leaseback transaction is between the Borrower has delivered evidence reasonably satisfactory Company or any of its Restricted Subsidiaries and a Restricted Subsidiary; (d) the sale or discount (with or without recourse) of any of the Company’s or any Restricted Subsidiary’s notes or accounts receivable so long as (i) such sale by the Company or any Restricted Subsidiary of notes or accounts receivable is to the Administrative Company or another Restricted Subsidiary or (ii) such notes or accounts receivable are delinquent and such sale is in the ordinary course of business for purposes of collection only; (e) the dissolution or liquidation of any Restricted Subsidiary whose activities are no longer, in the opinion of the Chief Executive Officer or the Board of Directors of the Company, necessary for the operation of the business of the Company and its Restricted Subsidiaries taken as a whole, provided that (i) no Default or Event of Default has occurred and is continuing or will result therefrom and (ii) if the Restricted Subsidiary to be dissolved or liquidated is a Guarantor, all of its assets remaining after the dissolution or liquidation in question are transferred to another Guarantor and, prior to the Collateral Release Date, all such actions, if any, are taken as the Agent may reasonably require in order to insure that it will be in pro forma compliance with all provisions has a Lien on the assets so transferred of the priority required by Section 4.1 hereof. For purposes of this Agreement upon Section 7.14 and after Section 7.15 hereof, the term “substantial” means the sale, transfer, lease or other disposition of assets of the Company or the Restricted Subsidiaries, whether in one or a series of transactions, having a value when aggregated with the value of assets of all other such merger sales, transfers, leases or consolidation other dispositions during the period from and (iii) including the Borrower will not engage in date hereof to and including the date of such sale, transfer, lease or other disposition, would exceed 10% of the book value of assets of the Company and the Restricted Subsidiaries as of such date. Prior to the Collateral Release Date, the Agent shall release its Lien on any material line Property sold pursuant to the foregoing provisions if no Default or Event of business substantially different from that engaged in on the Closing DateDefault has occurred and is continuing or would result therefrom.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall nota) No Loan Party shall, nor shall it permit Whitestone REIT or any Borrower Subsidiary to, effect be a party to any merger or consolidationconsolidation and (b) the Borrower shall, or nor shall it permit any Borrower Subsidiary to, sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section 8.10 shall not apply to nor operate to prevent: (ai) the sale of securities or other financial instruments in the ordinary course of business; (ii) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Borrower Subsidiary, has become obsolete uneconomical, obsolete, or worn out, or which is surplus Property or which is no longer necessary for the proper conduct of the Borrower’s or such Borrower Subsidiary’s business and which is disposed of in the ordinary course of business; (eiii) the sale, transfer, lease or other disposition merger of Property of the Borrower or any Subsidiary Person (including any disposition of Property as part of a sale and leaseback transactionParent Subsidiary) aggregating not more than 20% of into the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; Borrower, provided (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i1) the Borrower is the surviving entitycorporation, (ii2) immediately following such transaction, no Event of Default exists, and (3) no Change of Control results from the merger; (iv) the Borrower has delivered evidence reasonably satisfactory to merger of any Person (other than the Administrative Agent that it will be in pro forma compliance Borrower) with all provisions the Parent, if (1) the Parent is the surviving corporation, (2) immediately following such transaction, no Event of this Agreement upon and after such merger or consolidation Default exists and (iii3) no Change of Control results from such merger; (v) the Borrower will not engage sale of accounts receivable (or interests therein) for cash in any material line an arm’s length transaction and for the fair market value of business substantially different from that engaged in on the Closing Datesuch accounts receivable.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger merger, division, consolidation or consolidationamalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Loan Party or Inactive Subsidiary with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary into another Inactive Subsidiary or dissolution of any Inactive Subsidiary, ) provided that, in the case of any merger involving the Borrower, the Borrower is the entity Person surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ef) the sale, transfer, lease or other disposition Disposition of Property of the Borrower any Loan Party or any Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than 20$750,000 during any Fiscal Year of the Borrower, provided that (i) each such Disposition shall be made for fair value and (ii) at least 80% of the Total Asset Value total consideration received at the closing of such Disposition shall consist of cash and at least 80% of the Borrower for total consideration received after taking into account all such transactions after final purchase price adjustments and/or contingent payments (including working capital adjustment or earn-out provisions) expressly contemplated by the date transaction documents, when received shall consist of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datecash.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease lease, or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale of inventory in the ordinary course of business; (b) the sale, transfer, lease lease, or other disposition of Property of the Borrower and its Subsidiaries or any Domestic Subsidiary to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Domestic Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, Subsidiary has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business; (ef) any disposition of Property as part of a sale and leaseback transaction aggregating not more that $20,000,000 during the term of this Agreement; provided that (i) at the time of such sale and leaseback transaction, and after giving effect thereto, no Default or Event of Default exists, (ii) the consideration for the sale and leaseback transaction is payable in cash and in an amount not less than the fair market value of such Property, and (iii) the sale and leaseback transaction is with a third party not affiliated with the Borrower; and (g) the sale, transfer, lease lease, or other disposition of Property of the Borrower or any Subsidiary (aggregating for the Borrower and its Subsidiaries during the 12-month period ending on and including any the date of such disposition of Property as part of a sale and leaseback transaction) aggregating not more than 205% of the Total Asset Value Assets of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long its Subsidiaries as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in reflected on the Closing Datetheir most recent year-end audited financial statements.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower a) The Borrowers shall not, nor shall it the Public Hub Company permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation; provided, however, that this Section shall not apply to nor operate to prevent any consolidation or merger so long as: (i) in the case of such a transaction involving a Borrower, a Borrower is the surviving or continuing corporation; (ii) subject to the provisions of clause (i) above, in the case of such a transaction involving a Guarantor, a Guarantor is the surviving or continuing corporation; and (iii) at the time of such merger or consolidation and immediately after giving effect thereto, no Default or Event of Default shall occur or be continuing. (b) The Borrowers shall not, nor shall the Public Hub Company permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (i) all or any substantial part of its PropertyProperty in a single transaction or a series of transactions, including any disposition of Property as a part of a sale and leaseback transactiontransaction (other than Excluded Dispositions) if, at the time of such sale, transfer, lease or other disposition, the aggregate amount of Operating Income for the immediately preceding fiscal year attributable to all such Property sold, transferred, leased or otherwise disposed of during the current fiscal year would exceed 25% of Operating Income for the immediately preceding fiscal year, provided that in no event will (x) any Excluded Disposition constitute a sale, transfer, lease or other disposition of Property for purposes of this clause (i) or (y) the Operating Income attributable to any assets disposed of in any event Excluded Disposition be counted in determining whether such 25% limit has been exceeded or (ii) sell or discount (with or without recourse) any of its notes or accounts receivable; provided. As used herein, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: “Excluded Disposition” means any (ai) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; , (eii) the sale, transfer, lease or other disposition of Property in which a member of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower Hub Group is the surviving entitypurchaser or acquirer, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) sale, transfer, lease or other disposition, in the Borrower will ordinary course of business, of assets that are obsolete, redundant or not engage in required for the efficient operation of the businesses of the Hub Group, (iv) disposal of cash equivalents or other investments or (v) any material line sale or other disposition of business substantially different from that engaged in on the Closing Dateassets of, or equity interests in, Hub Group Distribution Services LLC.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withhelda) subject to clause (b) below, conditioned or delayed), the no Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease that any Borrower or other disposition of Property of the Borrower and Subsidiary may sell its Subsidiaries to one another inventory in the ordinary course of its business;. A sale or disposition of five percent (5%) or more of the total assets of an individual Borrower or of the Borrowers, taken as a whole, or a sale or disposition of Property which accounted for 5% or more of the Net Income of an individual Borrower or of the Borrowers, taken as a whole, for the most recently ended four fiscal quarters of the Parent, shall be deemed substantial for the forgoing purposes. (b) sales Immediately following the execution and delivery of shares this Agreement and the consummation of capital stock or other equity interests by Borrower or Whitesone REITthe Bread Shop Acquisition, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary Acquisition Corp. shall merge with and into the Borrower or any other SubsidiaryCompany, provided thatwith the Company surviving such merger as the direct, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment wholly-owned Subsidiary of the Borrower or its SubsidiaryParent. The Company shall, has become obsolete or worn out, as soon as reasonably practicable and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more event no later than 20% of the Total Asset Value of the Borrower for all such transactions 90 days after the date hereof, merge with and into the Parent and the Parent shall be the surviving corporation in such merger and after giving effect to such merger the Parent shall have a Tangible Net Worth not less than its Tangible Net Worth immediately prior to such merger. The Bank shall be entitled at the time of this Agreement; such mergers to request such opinions of counsel to the parties thereto (f) any merger if it results in to be rendered at the simultaneous payoff in immediately available funds sole cost and expense of the Obligations; and (gBorrowers) and such other documentation as it reasonably deems necessary as to the effectiveness of such transactions and 37 43 the effect of the same on the Borrowers' continuing obligations hereunder and under the other Loan Documents. Upon consummation of the merger or consolidation of the Borrower Company with another Person not otherwise permitted under clauses and into the Parent, the Bank shall, at the direction of the Parent, mark xx "Cancelled" each of the original Pledged Stock (cand all stock powers executed in connection therewith) and (f) above, so long as (i) the Borrower is original Intercompany Note and return the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory same to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateParent.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Material Subsidiaries to, effect be a party to any merger or consolidation, or sell, transfer, lease engage in any Asset Sale or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (ai) the sale or lease of inventory in the ordinary course of business; (ii) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Subsidiary Guarantors to one another in the ordinary course of its businesstheir respective businesses; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (ciii) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, (A) in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger, (B) no Subsidiary Guarantor shall merge into any Subsidiary that is not a Subsidiary Guarantor unless it complies with subsection 6.7 hereof, and (C) no Subsidiary Guarantor may merge into a Financing Subsidiary or an Insurance Subsidiary; (div) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (v) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or any of its SubsidiaryMaterial Subsidiaries, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (evi) the sale, transfer, lease or other disposition of Property (other than Accounts and Inventory) of the Borrower or any Subsidiary of its Material Subsidiaries (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Material Subsidiaries not more than 2010% of the Total Asset Value Borrower’s total assets (as shown on the most recent audited financial statements of the Borrower for all such transactions after Borrower) during the date entire term of this Agreement; (fvii) any merger if it results or consolidation with a person which is the subject of a Permitted Acquisition, provided that, in the simultaneous payoff in immediately available funds case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (viii) terminations of the Obligationsexistence of or the winding up of non-Material Subsidiaries; and (gix) transactions contemplated by the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) GCC Operating Agreement and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateGCC Investment Agreement.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease lease, or other disposition of Property of the Borrower and its Subsidiaries or any Subsidiary to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the a merger of any Subsidiary with and into the Borrower or any other Subsidiary, ; provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger and in the case of any other merger, a Wholly-owned Subsidiary is the corporation surviving such merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale by Marquise of finance receivables in the ordinary course of its business; (f) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business; (eg) the sale by the Borrower of treasury stock acquired by it as part of its stock repurchase program aggregating not more than $2,000,000 during any 12-month period provided the proceeds of each such sale are remitted as required by Section 1.9(b)(iv) hereof; and (h) the sale, transfer, lease lease, or other disposition of other Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale aggregating for the Borrower and leaseback transaction) aggregating its Subsidiaries not more than 20% $500,000 during any 12- month period. In the event of any merger permitted by Section 8.10(c) above, the Borrower shall give the Agent and the Banks prior written notice of any such event and, immediately after giving effect to any such merger, Schedule 6.2 of this Agreement shall be deemed amended excluding reference to any such Subsidiary merged out of existence. So long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, upon the written request of the Total Asset Value Borrower, the Agent shall release its Lien on any Property sold pursuant to the provisions of the Borrower for all such transactions after the date of this Agreement; subsections (a), (d), (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and or (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (fh) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, ; or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property, including any disposition of Property as a part of a sale and leaseback transaction, or in any event event, sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: prevent (i) the Borrower being a party to any merger where the Borrower is the surviving Person if, after giving effect to such merger, no Default or Event of Default would then exist, (ii) any Subsidiary (a) merging into another Subsidiary or the Borrower or (b) being a party to any merger which does not involve the Borrower or another Subsidiary where such Subsidiary is the surviving Person if, after giving effect to such merger, no Default or Event of Default would then exist and (iii) the Borrower or any Subsidiary from selling its inventory, rendering its services or trading in its equipment in the ordinary course of its business. As used in this Section 7.10, a sale, transferlease, lease transfer or other disposition of Property shall be deemed to be of a "substantial part" of Property of the Borrower and its Subsidiaries if the book value of such Property, when added to one another in the ordinary course book value of its business; (b) sales all other Property sold, leased, transferred or disposed of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any and its Subsidiaries (other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of than in the ordinary course of business; ) during the same calendar year, exceeds five percent (e5%) of the sale, transfer, lease or other disposition of Property consolidated assets of the Borrower or any Subsidiary (including any disposition of Property and its Subsidiaries determined as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value end of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datepreceding calendar year.

Mergers, Consolidations and Sales. Except with Neither the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), Parent nor the Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale, lease or other disposition of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries Guarantors to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Guarantor or Subsidiary with and into the Borrower or any other Guarantor or Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiarythe Guarantor, has become obsolete obsolete, worn out or worn outunusable, and which is disposed of in the ordinary course of business; (ef) the license or sublicense of any of its Property permitted under Section 8.8(i) hereof; (g) dispositions of equipment or real property to the extent the Borrower complies with Section 1.9(b)(i) hereof; (h) dispositions of property by any Subsidiary to the Borrower or any Guarantor, (i) abandonment or termination in the ordinary course of business of items of intellectual property and licenses of intellectual property (excluding any Material Contract) not otherwise permitted by this Section that are not individually or in the aggregate material to the business of the Borrower and its Subsidiaries; (j) dividends in compliance with Section 8.12 hereof; (k) any sale, transfer, assignment or other disposition resulting from any condemnation of any Property of the Borrower or any Guarantor; (l) dispositions or use of cash in the ordinary course of business; (m) dispositions, discounts or forgiveness of accounts receivable of financially troubled debtors in connection with the collection or compromise thereof in the ordinary course of business; (n) sales of non-core assets acquired in connection with an acquisition permitted under Section 8.9 hereof; (o) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary Guarantor (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Guarantors not more than 20% $500,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this AgreementBorrower; (fp) disposition of Property that does not use (i) the “Earth Balance”, “Smart Balance” or “Best Life” trademark or (ii) technology that is subject to any merger if it results in license agreement existing on the simultaneous payoff in immediately available funds of the Obligationsdate hereof; and (gq) the merger or consolidation expiration of the Borrower Brandeis License, which by its terms, expires with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory respect to the Administrative Agent that it will be United States in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateApril, 2015.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or sell accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Guarantors to one another in the ordinary course of its business; (bc) sales of shares of capital stock the sale, transfer, lease or other equity interests by disposition of Property of a Foreign Subsidiary to the Borrower or Whitesone REIT, so long as no Change of Control results therefromany Subsidiary; (cd) the sale, transfer, lease or other disposition of Property of the Borrower and the Guarantors to any one or more Foreign Subsidiaries not to exceed 10% of the book value of the Borrower and its Subsidiaries assets as shown on the Borrower’s balance sheet as of the end of the immediately preceding fiscal year in the aggregate for all such transactions from the Closing Date, in each in the ordinary course of business; (e) the merger of any Subsidiary with and into into, the dissolution of any Subsidiary liquidating into, or the transfer of the capital stock or other equity interest of any Subsidiary to the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger provided further that any merger involving a Guarantor, but not the Borrower, a Guarantor is the corporation surviving the merger; (df) the sale or discount of delinquent notes or the sale of accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction (other than a Permitted Securitization)); (g) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (h) the sale, transfer or other disposition of Property of the Borrower which is classified as “held for sale” on the Borrower’s balance sheet; (i) the sale of investments permitted pursuant to Section 8.9(a) through (e), (l), (m) and (n) hereof; and (j) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries during any fiscal year of the Borrower of an amount not more than 2010% of the Total Asset Value fair market value of the assets of the Borrower for all such transactions after and its Subsidiaries as shown on the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds Borrower’s balance sheet as of the Obligations; and (g) the merger or consolidation end of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateimmediately preceding fiscal year.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall a) The Company will not, nor shall it and will not permit Whitestone REIT or any Subsidiary to, effect to (i) consolidate with or be a party to a merger with any merger other corporation or consolidation, or (ii) sell, transfer, lease or otherwise dispose of all or any substantial part (as defined in paragraph (d) of this Section) of such assets of the Company and its PropertySubsidiaries, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that: (1) any Subsidiary may merge or consolidate with or into any Borrower or any Wholly-owned Subsidiary so long as in any merger or consolidation involving a Borrower, such Borrower shall be the surviving or continuing corporation; (2) any Borrower may consolidate or merge with any other corporation if (i) the surviving or continuing corporation shall be a corporation incorporated under the laws of the United States of America or any State thereof, (ii) at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default then existshall have occurred and be continuing, and (iii) the surviving or continuing corporation (if other than such Borrower) shall have expressly assumed the obligations of such Borrower in connection with the Notes and this Agreement; and (3) any Subsidiary may sell, lease or otherwise dispose of all or any substantial part of its assets to any Borrower or any Wholly-owned Subsidiary. (b) The Company will not, nor will it permit any Subsidiary to issue or sell any shares of stock of any class (including as "stock" for the purposes of this Section shall 8.10, any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of such Subsidiary to any Person other than the Company or a Wholly-owned Subsidiary, except for the purpose of qualifying directors, or except in satisfaction of the validly pre-existing preemptive rights of minority shareholders in connection with the simultaneous issuance of stock to the Company and/or a Subsidiary whereby the Company and/or such Subsidiary maintain their same proportionate interest in such Subsidiary. (c) The Company will not apply sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (except to nor operate qualify directors) or any Indebtedness of any Subsidiary, and will not permit any Subsidiary to preventsell, transfer or otherwise dispose of (except to the Company or a Wholly-owned Subsidiary) any shares of stock or any Indebtedness of any other Subsidiary, unless: (a1) the simultaneously with such sale, transfer, or disposition, all shares of stock and all Indebtedness of such Subsidiary at the time owned by the Company and by every other Subsidiary shall be sold, transferred or disposed of as an entirety; (2) the Board of Directors of the Company shall have determined, as evidenced by a resolution thereof, that the retention of such stock and Indebtedness is no longer in the best interests of the Company; (3) such stock and Indebtedness is sold, transferred or otherwise disposed of to a Person, for a cash consideration and on terms reasonably deemed by the Board of Directors of the Company to be adequate and satisfactory; (4) the Subsidiary being disposed of shall not have any continuing investment in any Borrower or any other Subsidiary not being simultaneously disposed of; and (5) such sale or other disposition does not involve a substantial part (as hereinafter defined) of the assets of the Company and its Subsidiaries. (d) As used in this Section 8.10, a sale, lease or other disposition of Property assets shall be deemed to be a "substantial part" of the Borrower assets of the Company and its Subsidiaries to one another in the ordinary course of its business; only if (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (ci) the merger book value of any Subsidiary with and into such assets when added to the Borrower book value of all other assets sold, leased or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is otherwise disposed of by the Company and its Subsidiaries (other than in the ordinary course of business; (e) during the same fiscal year, less the amount of proceeds of any such sale, transfer, lease or other disposition applied within one year after such sale, lease or other disposition to the purchase price of Property other property similar to the property so disposed of and having a value at least equal to the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20property so disposed of, exceeds 10% of the Total Asset Value Tangible Assets of the Borrower for Company and its Subsidiaries determined as of the end of the immediately preceding fiscal year, or (ii) the book value of such assets when added to the book value of all such transactions after other assets sold, leased or otherwise disposed of by the Company and its Subsidiaries (other than in the ordinary course of business) during the period commencing on the date of this Agreement; (f) Agreement and ending on the date of such disposition, less the amount of proceeds of any merger if it results in such sale, lease or other disposition applied within one year after such sale, lease or other disposition to the simultaneous payoff in immediately available funds purchase price of other property similar to the property so disposed of and having a value a least equal to the property so disposed of, exceeds 25% of the Obligations; and (g) the merger or consolidation Tangible Assets of the Borrower with another Person not otherwise permitted under clauses (c) Company and (f) above, so long its Subsidiaries determined as (i) of the Borrower is end of the surviving entity, (ii) fiscal year immediately preceding the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions date of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datedisposition.

Mergers, Consolidations and Sales. Section 8.9.Mergers, Consolidations and Sales" \l 2 . Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT Parent or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as the Borrower and Subsidiaries are in compliance with all covenants and agreements in this Agreement and no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% all or substantially all of the Total Asset Value of the Borrower for all such transactions after on the date last day of this Agreementthe prior Fiscal Quarter, as applicable; (fe) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (gf) the any merger or consolidation of the Borrower consolidation, directly or indirectly, with another any other Person not otherwise permitted under clauses (c) and (f) above, so long as (i) Parent, the Borrower is and the surviving entitySubsidiaries, as applicable, shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least fifteen (15) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by Parent, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such merger consolidation or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datemerger.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Significant Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Guarantors to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger, (ii) no Guarantor shall merge into any Subsidiary that is not a Guarantor unless it complies with Section 4 hereof, and (iii) no Significant Subsidiary may merge into a Financing Subsidiary or an Insurance Subsidiary; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 2010% of the Total Asset Value Borrower’s total assets (as shown on the most recent audited financial statements of the Borrower for all such transactions after Borrower) during the date entire term of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the any merger or consolidation with a person which is the subject of a Permitted Acquisition, provided that, in the Borrower with another Person not otherwise permitted under clauses (c) and (f) abovecase of any merger involving the Borrower, so long as (i) the Borrower is the corporation surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datemerger.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its the Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock another; provided that no sale, lease or other equity interests by Borrower or Whitesone REITdisposition of property to ComTech Services Group, so long as no Change of Control results therefromInc. shall be permitted hereunder; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, or the consolidation of any Subsidiary with any other Subsidiary, or any merger or consolidation pursuant to or as part of a Permitted Acquisition provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger, and in the case of any merger or consolidation involving both a Wholly-owned Subsidiary and a Subsidiary other than a Wholly-owned Subsidiary, the surviving entity is a Wholly-owned Subsidiary; (d) so long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) so long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its the relevant Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) so long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, the sale to a third party unaffiliated with the Borrower and its Subsidiaries of any or all Property comprising the Indianapolis campus; and (g) so long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating Net Cash Proceeds for the Borrower and its Subsidiaries not more than 20% $1,500,000 during any fiscal year of the Total Asset Value Borrower. Upon the written request of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) aboveBorrower, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) shall release its Lien on any Property sold pursuant to the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateforegoing provisions.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall The Company will not, nor shall it and will not permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of any operating unit or division or any rights to any trade name or similar intangible or all or any substantial part of its Property, including any disposition Property (except for sales of Property as part inventory in the ordinary course of a sale and leaseback transactionbusiness), or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as that: (a) any Subsidiary of the Company may merge or consolidate with or into the Company or any Wholly Owned Subsidiary of the Company; provided that in any such merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation, or, in the case of any other merger or consolidation of a Subsidiary and a Wholly Owned Subsidiary of the Company, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; and provided, further, that, in the case of such a merger or consolidation involving a Guarantor, the net worth of the continuing or surviving corporation shall not be less than the net worth of such Guarantor immediately prior to such merger or consolidation; (b) any Subsidiary may in the ordinary course of its business sell, lease or otherwise dispose of all or any substantial part of its equipment to the Company or any Wholly Owned Subsidiary of the Company; and (c) the Company may merge with a Wholly Owned Subsidiary incorporated in Delaware and directly owned by the Company solely for the purpose of changing the Company's state of incorporation to Delaware, with such Wholly Owned Subsidiary surviving such merger, provided that: (i) at the time of such merger, no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease occur or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its businessbe continuing; (bii) sales such Wholly Owned Subsidiary shall have acknowledged in writing (in form and substance reasonably satisfactory to the Agent and Majority Holders) its assumption of shares of capital stock or other equity interests by Borrower or Whitesone REITall the Company's obligations under the Operative Documents to the same extent, so long with the same force and effect, as no Change of Control results therefromif such Wholly Owned Subsidiary were originally the Company identified and defined therein; (iii) the Agent shall have received an opinion of counsel of the Company, and such other assurances that the Agent or Majority Holders shall reasonably require, to confirm that such merger has been effected in accordance with all applicable laws and that the foregoing conditions set forth in this subsection (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligationshave been satisfied; and (giv) such merger shall have no adverse effect on the merger financial condition Properties, business or consolidation operations the Company or any Subsidiary or on the ability of any Subsidiary to perform or the Agent's ability to enforce performance of the Borrower with another Person not otherwise permitted obligations of any of them under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateOperative Documents.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall will not, nor shall it and will not permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of any operating unit or division or any rights to any trade name or similar intangible or all or any substantial part of its Property, including any disposition Property (except for sales of Property as part inventory in the ordinary course of a sale and leaseback transactionbusiness), or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as that: (a) any Subsidiary of the Borrower (including any corporation which immediately after giving effect to an Acquisition permitted by Section 8.16 hereof becomes such a Subsidiary, but in any event excluding the Borrower) may merge or consolidate with or into the Borrower or any Wholly Owned Subsidiary of the Borrower; provided that in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation, or, in the case of any other merger or consolidation of a Subsidiary and a Wholly Owned Subsidiary of the Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; and provided, further, that, in the case of such a merger or consolidation involving a Guarantor, the net worth of the continuing or surviving corporation shall not be less than the net worth of such Guarantor immediately prior to such merger or consolidation; (b) any Subsidiary may in the ordinary course of its business sell, lease or otherwise dispose of all or any substantial part of its equipment to the Borrower or any Wholly Owned Subsidiary of the Borrower; and (c) the Borrower may merge with a Wholly Owned Subsidiary incorporated in Delaware and directly owned by the Borrower solely for the purpose of changing the Borrower's state of incorporation to Delaware, with such Wholly Owned Subsidiary surviving such merger, provided that: (i) at the time of such merger, no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease occur or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its businessbe continuing; (bii) sales such Wholly Owned Subsidiary shall have acknowledged in writing (in form and substance reasonably satisfactory to the Agent and Required Lenders) its assumption of shares of capital stock or other equity interests by all the Borrower's obligations under the Loan Documents to the same extent, with the same force and effect, as if such Wholly Owned Subsidiary were originally the Borrower or Whitesone REIT, so long as no Change of Control results therefromidentified and defined therein; (ciii) the merger Agent shall have received an opinion of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case counsel of any merger involving the Borrower, and such other assurances that the Borrower is Agent or Required Lenders shall reasonably require, to confirm that such merger has been effected in accordance with all applicable laws and that the entity surviving the merger;foregoing conditions set forth in this subsection (c) have been satisfied; and (div) such merger shall have no adverse effect on the salefinancial condition Properties, transfer business or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of operations the Borrower or any Subsidiary (including or on the ability of any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% Subsidiary to perform or the Agent's ability to enforce performance of the Total Asset Value obligations of any of them under the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateLoan Documents.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which The Borrower shall not be unreasonably withheld, conditioned a party to any merger or delayed), consolidation unless the Borrower is the surviving entity and no Default or Event of Default exists or would exist after giving effect to such merger or consolidation. The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefromanother; (c) the merger of any Subsidiary with and or into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, (with the Borrower is being the entity surviving the mergerentity) or another existing or newly-formed Subsidiary; (d) the dissolution of any Subsidiary pursuant to a plan of dissolution requiring the conveyance or distribution of all or substantially all of the assets of such Subsidiary to the Borrower or to another existing or newly-formed Subsidiary; (e) the dissolution, sale or transfer of any Non-Guarantor Subsidiary; (f) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (g) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (eh) sales by the Borrower or its Subsidiaries of assets categorized in the “Financial Services” segment as identified in the Borrower’s consolidated financial statements filed with the SEC; and (i) any other sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary not described in the foregoing clauses (a) through (g) (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% of $340,000,000 during the Total Asset Value of the Borrower for all such transactions after the date term of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that (i) this Section shall not apply to nor operate to prevent the sale or lease of inventory in the ordinary course of business, and (ii) so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries which are Guarantors to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other SubsidiarySubsidiary which is a Guarantor, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger, and (ii) no Subsidiary may merge into a Subsidiary which is not a Wholly-owned Subsidiary; (c) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) Permitted Acquisitions; (f) the sale, transfer or other disposition of any real property that is listed on Schedule 8.10 hereto; (g) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including excluding any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $500,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the ObligationsBorrower; and (gh) the merger or consolidation dispositions of Property constituting real estate as part of a sale and leaseback transaction aggregating for the Borrower with another Person and its Subsidiaries not otherwise permitted under clauses (c) and (f) above, so long as in excess of (i) the Borrower is the surviving entity, $3,000,000 during any fiscal year and (ii) $6,000,000 during the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions term of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateAgreement.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower The Company shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Restricted Subsidiaries to, effect be a party to any merger merger, consolidation or consolidationdissolution, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property, including any disposition of Property as part of a sale and leaseback transactiontransaction (unless such transaction would be permitted had it been structured as a purchase money mortgage or Capital Lease and is treated as such for purposes of this Agreement), or in any event sell or discount (with or without recourse) any of its notes or accounts receivablereceivable (other than sales or discounts of doubtful accounts or notes taken in satisfaction of same); provided, however, so long as no Default or Event of Default then exist, that this Section 7.14 shall not apply to nor operate to prevent: prevent the Borrowers or any of the Restricted Subsidiaries from selling their inventory in the ordinary course of its business or from selling equipment which is obsolete, worn out, or no longer needed for the operation of the business of the Company and the Restricted Subsidiaries or which is promptly replaced with equipment of at least equal utility nor shall the foregoing prohibit (ai) mergers of Restricted Subsidiaries with and into the Company and sales by Restricted Subsidiaries of all or substantially all of their assets to the Company, (ii) mergers of Restricted Subsidiaries with each other and sales of all or substantially all of the assets of a Restricted Subsidiary to another Restricted Subsidiary provided in each case that if either of the two Restricted Subsidiaries in question is a Guarantor, the survivor of the transaction in question remains a Guarantor and all such actions are taken as the Agent requires to preserve its Liens on the Collateral, (iii) the dissolution of any Restricted Subsidiary whose activities are no longer, in the opinion of the Board of Directors of the Company, necessary for the operation of the business of the Company and its Restricted Subsidiaries taken as a whole, provided always that no Default or Event of Default has occurred and is continuing or will result therefrom and if the Restricted Subsidiary to be dissolved is a Guarantor, all of its assets remaining after the dissolution in question are transferred to another Guarantor and all such actions, if any, are taken as the Agent may reasonably require in order to insure that it has a Lien on the assets so transferred of the priority required by Section 4.1 hereof. The term "substantial" as used herein shall mean the sale, transfer, lease or other disposition of Property five percent (5%) or more of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment total consolidated assets of the Borrower Company and the Restricted Subsidiaries in any calendar year, whether in one or a series of transactions. The Agent shall release its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Lien on any Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory sold pursuant to the Administrative Agent that it will be in pro forma compliance with all foregoing provisions if no Default or Event of this Agreement upon Default has occurred and after such merger is continuing or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datewould result therefrom.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default is then existcontinuing, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and or any of its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) Leases of portions of any Real Property to Tenants; (e) the sale, transfer, lease or other disposition of manufactured homes in the ordinary course of business of the Borrower or any Subsidiary; (f) the sale or transfer of REIT Shares; (g) any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating that is not otherwise expressly permitted by the foregoing clauses and for net consideration that is not more than 20% ten percent (10%) of the Total Asset Value of the Borrower (i) for all such transactions after the 2021 Fiscal Year, on the date of this Agreement, or (ii) for any subsequent Fiscal Year, the last day of the Fiscal Year immediately preceding such sale, transfer, lease or other disposition; (fh) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; (i) to the extent constituting an Investment, transactions expressly permitted under Section 8.8; and (gj) the merger any issuance, assignment, sale or consolidation transfer of Stock or other equity interests of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entitysuch issuance, (ii) the Borrower has delivered evidence reasonably satisfactory assignment, sale or transfer shall not cause a Change of Control to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateoccur.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall will not, nor shall it and will not permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of any operating unit or division or any rights to any trade name or similar intangible or all or any substantial part of its Property, including any disposition Property (except for sales of Property as part inventory in the ordinary course of a sale and leaseback transactionbusiness), or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as that: (a) any Subsidiary of the Borrower may merge or consolidate with or into the Borrower or any Wholly Owned Subsidiary of the Borrower; provided that in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation, or, in the case of any other merger or consolidation of a Subsidiary and a Wholly Owned Subsidiary of the Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; and provided, further, that, in the case of such a merger or consolidation involving a Guarantor, the net worth of the continuing or surviving corporation shall not be less than the net worth of such Guarantor immediately prior to such merger or consolidation; (b) any Subsidiary may in the ordinary course of its business sell, lease or otherwise dispose of all or any substantial part of its equipment to the Borrower or any Wholly Owned Subsidiary of the Borrower; and (c) the Borrower may merge with a Wholly Owned Subsidiary incorporated in Delaware and directly owned by the Borrower solely for the purpose of changing the Borrower's state of incorporation to Delaware, with such Wholly Owned Subsidiary surviving such merger, provided that: (i) at the time of such merger, no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease occur or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its businessbe continuing; (bii) sales such Wholly Owned Subsidiary shall have acknowledged in writing (in form and substance reasonably satisfactory to the Agent and Required Lenders) its assumption of shares of capital stock or other equity interests by all the Borrower's obligations under the Loan Documents to the same extent, with the same force and effect, as if such Wholly Owned Subsidiary were originally the Borrower or Whitesone REIT, so long as no Change of Control results therefromidentified and defined therein; (ciii) the merger Agent shall have received an opinion of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case counsel of any merger involving the Borrower, and such other assurances that the Borrower is Agent or Required Lenders shall reasonably require, to confirm that such merger has been effected in accordance with all applicable laws and that the entity surviving the merger;foregoing conditions set forth in this subsection (c) have been satisfied; and (div) such merger shall have no adverse effect on the salefinancial condition Properties, transfer business or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of operations the Borrower or any Subsidiary (including or on the ability of any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% Subsidiary to perform or the Agent's ability to enforce performance of the Total Asset Value obligations of any of them under the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateLoan Documents.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall Not, and not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, (a) merge or consolidate, provided that any Subsidiary of the Borrower may merge, amalgamate or consolidate with any other Subsidiary of the Borrower so long as, if either such Subsidiary is a wholly owned Subsidiary of the Borrower, the surviving Person shall (or, in the case of an amalgamation, the amalgamated entity shall), after giving effect any merger to such merger, amalgamation or consolidation, be a wholly owned Subsidiary of the Borrower, or sell, transfer, lease (b) purchase or otherwise dispose of acquire all or substantially all of the assets or stock of any part of its Property, including any disposition of Property as part of a sale and leaseback transactionclass of, or in any event sell partnership or discount joint venture interest in, any other Person provided that the Borrower or any Subsidiary thereof may make any such purchase or acquisition provided (with or without recoursei) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then existhas occurred and is continuing or would result from such purchase or acquisition, this Section shall not apply to nor operate to prevent: (aii) the Borrower provides the Lenders with a pro forma Compliance Certificate giving effect to such purchase or acquisition and (iii) (x) the purchase price of any single purchase or acquisition does not exceed $75,000,000 and (y) the aggregate purchase price of all such purchases and acquisitions after the date hereof does not exceed $250,000,000, or (c) sell, transfer, convey or lease all or any substantial part of its assets, other than (i) any sale, transfer, conveyance or lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; , (eii) the any sale or assignment of receivables, (iii) any sale, transfer, conveyance or lease not in the ordinary course of business provided the aggregate fair market value of all such sales, transfers, conveyances or other disposition leases after the date hereof does not exceed $75,000,000, (iv) Total Return Equity Swaps permitted under Section 6.2(f), (v) any Subsidiary of Property the Borrower may sell, transfer, convey or lease all or substantially all of its assets (upon voluntary liquidation or otherwise) to one of its Subsidiaries, the Borrower, or to any one or more wholly owned Subsidiaries of the Borrower, and (vi) the Borrower or any wholly owned Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% thereof may acquire all or substantially all of the Total Asset Value assets of any Subsidiary of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrower.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower The Company shall not, nor shall it permit Whitestone REIT or any Subsidiary of its Restricted Subsidiaries to, effect be a party to any merger merger, consolidation or consolidationdissolution, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Propertythe Property of the Company and the Restricted Subsidiaries, taken as a whole, including any disposition of Property as part of a sale and leaseback transactiontransaction (unless such transaction would be permitted had it been structured as a purchase money mortgage or Capital Lease and is treated as such for purposes of this Agreement), or in any event sell or discount (with or without recourse) any of its notes or accounts receivablereceivable (other than sales of accounts receivable by the Company and its Restricted Subsidiaries to any Restricted Subsidiary, sale and leaseback transactions between the Company or any of its Restricted Subsidiaries and any Restricted Subsidiary and sales or discounts of doubtful accounts or notes taken in satisfaction of same); provided, however, so long as no Default or Event of Default then exist, that this Section 7.14 shall not apply to nor operate to prevent: prevent the Borrowers or any of the Restricted Subsidiaries from selling their inventory in the ordinary course of its business or from selling equipment which is obsolete, worn out, or no longer needed for the operation of the business of the Company and the Restricted Subsidiaries or which is promptly replaced with equipment of at least equal utility nor shall the foregoing prohibit (ai) mergers of Restricted Subsidiaries with and into the Company and sales by Restricted Subsidiaries of all or substantially all of their assets to the Company, (ii) mergers of Restricted Subsidiaries with each other and sales of all or substantially all of the assets of a Restricted Subsidiary to another Restricted Subsidiary provided in each case that if either of the two Restricted Subsidiaries in question is or becomes a Guarantor, the survivor of the transaction in question remains or becomes a Guarantor and all such actions are taken as the Agent requires to preserve its Liens on the Collateral, (iii) the dissolution or liquidation of any Restricted Subsidiary whose activities are no longer, in the opinion of the Chief Executive Officer or the Board of Directors of the Company, necessary for the operation of the business of the Company and its Restricted Subsidiaries taken as a whole, provided always that no Default or Event of Default has occurred and is continuing or will result therefrom and if the Restricted Subsidiary to be dissolved or liquidated is a Guarantor, all of its assets remaining after the dissolution or liquidation in question are transferred to another Guarantor and all such actions, if any, are taken as the Agent may reasonably require in order to insure that it has a Lien on the assets so transferred of the priority required by Section 4.1 hereof. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of Property assets of the Borrower and its Subsidiaries to Company or the Restricted Subsidiaries, whether in one another in or a series of transactions having a value when aggregated with the ordinary course value of its business; (b) sales assets of shares of capital stock all other such sales, transfers, leases or other equity interests by Borrower or Whitesone REIT, so long as no Change dispositions during the period from and including the date hereof to and including the date of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the such sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20disposition, would exceed 10% of the Total Asset Value book value of assets of the Borrower for all Company and the Restricted Subsidiaries as of such transactions after the date of this Agreement; (f) date. The Agent shall release its Lien on any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory Property sold pursuant to the Administrative Agent that it will be in pro forma compliance with all foregoing provisions if no Default or Event of this Agreement upon Default has occurred and after such merger is continuing or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datewould result therefrom.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Restricted Subsidiaries to, effect be a party to any merger merger, consolidation, division or consolidationamalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition Disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition Disposition of Property (i) of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course Loan Party, (ii) of its business; any Excluded Subsidiary to another Excluded Subsidiary, or (biii) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, constituting a Permitted Intercompany Transfer so long as no Change of Control results therefromsuch Permitted Intercompany Transfer is in compliance with Section 8.16; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, a Loan Party; provided that, in the case of any merger involving (i) the Borrower, the Borrower is the entity corporation surviving the merger or (ii) a Loan Party (other than the Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) (i) to the Borrower or any other Restricted Subsidiary and (ii) pursuant to an investment otherwise permitted under this Agreement; (e) any Restricted Subsidiary may dissolve or liquidate if such dissolution or liquidation is determined by the Borrower to be in its best interest, is not materially disadvantageous to the Lenders and is consented to by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); (f) Dispositions by the Borrower or any of its Restricted Subsidiaries of Equity Interests in Unrestricted Subsidiaries held by the Borrower or any of its Restricted Subsidiaries; (g) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (h) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (i) the sale, transfer or other disposition Disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (ej) sales of Cash Equivalents in the ordinary course of business and for fair market value; (k) so long as PBS is registered with the SEC as a registered broker dealer, the sale by PBS of securities or other financial assets in the ordinary course of business; (l) the saleunwinding of any Hedging Agreement; (m) the lapse or abandonment of intellectual property in the ordinary course of business; (n) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $5,000,000 in the aggregate at any one time outstanding; (o) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (p) terminations of leases, transfersubleases, lease or other disposition of Property of licenses and sublicenses by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (q) sales by the Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of the Borrower and its Restricted Subsidiaries; (r) the statutory division of any Restricted Subsidiary so long as after giving to such division, the Borrower has satisfied the requirements set forth in Section 8.18 hereof; (s) the Disposition of Property of any Loan Party or any Restricted Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Restricted Subsidiary) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) such Disposition shall be made for fair value, (ii) at least 75% of the Borrower total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) No Event of Default exists or would result therefrom; (t) any Permitted Acquisition; (u) the Disposition of Property or assets that are necessary or advisable, in the good faith judgment of the Borrower, in order to obtain (or maintain) the approval of any Governmental Authority to consummate or avoid the prohibition or other restrictions on the consummation of any Permitted Acquisition or any investment permitted hereunder; provided that (i) such disposition is solely of assets acquired in the surviving entityapplicable Permitted Acquisition or investment, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance disposition occurs substantially concurrently with all provisions of this Agreement upon and after such merger Permitted Acquisition or consolidation investment or within 90 days thereafter and (iii) such assets are not used or useful to the core or principal business of the Borrower will and the Restricted Subsidiaries; and (v) Dispositions by the Borrower of equity interests in the Borrower (excluding disqualified stock) to the extent not engage constituting a Change of Control and, if in any material line excess of business substantially different from that engaged in on 10% of the Closing Dateequity interests, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned).

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: : (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; ; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, ; provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; ; (d) the sale, transfer, liquidation or dissolution of any Subsidiary no longer used in the ordinary course of business; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (f) the sale, transfer or other disposition of any obsolete, surplus, used or worn out tangible personal property thatproperty, in the reasonable business judgment of the Borrower whether now owned or its Subsidiaryhereafter acquired, has become obsolete or worn out, and which is disposed of in the ordinary course of business; business and the sale, transfer or other disposition of tangible personal property no longer used or useful or economically practical to maintain in the conduct of the business Borrower or its Subsidiary; (eg) the sale, transfer or other disposition of accounts receivable relating to any Bonding Agreements and any proceeds thereof; and (h) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for Borrower and its Subsidiaries not more than 20% $25,000,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrower.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, ; or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property, including any disposition of Property as a part of a sale and leaseback transaction, or in any event event, sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: prevent (i) the Borrower being a party to any merger where the Borrower is the surviving Person if, after giving effect to such merger, no Default or Event of Default would then exist, (ii) any Subsidiary (a) merging into another Subsidiary or the Borrower or (b) being a party to any merger which does not involve the Borrower or another Subsidiary where such Subsidiary is the surviving Person if, after giving effect to such merger, no Default or Event of Default would then exist, (iii) the Borrower or any Subsidiary from selling its inventory, rendering its services or trading in its equipment in the ordinary course of its business and (iv) the Borrower from selling the real estate located at 1769 Yankee Doodle Road, Eagan, Minnesota 55121 the net proceeds of xxxxx xxxxx xx xxxxxxx xx xxx Xxxxxxxxxxx Promissory Notes subject only to the following conditions at the time of payment: that the Borrower (x) shall not have voluntarily or involuntarily entered into bankruptcy proceedings, failed to pay or admitted in writing its ability to pay its debts generally as they become due, made an assignment for the benefit of creditors, applied for or acquiesced in the appointment of a receiver or taken any corporate action in furtherance of any of the foregoing, (y) shall not be in default in the payment when due of any principal, interest or fees under the this Agreement beyond the expiration of any applicable notice and cure period and (z) shall have a net worth equal to or greater than $78,500,000. As used in this Section 7.10, a sale, transferlease, lease transfer or other disposition of Property shall be deemed to be of a "substantial part" of Property of the Borrower and its Subsidiaries if the book value of such Property, when added to one another in the ordinary course book value of its business; (b) sales all other Property sold, leased, transferred or disposed of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any and its Subsidiaries (other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of than in the ordinary course of business; ) during the same calendar year, exceeds five percent (e5%) of the sale, transfer, lease or other disposition of Property consolidated assets of the Borrower or any Subsidiary (including any disposition of Property and its Subsidiaries determined as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value end of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datepreceding calendar year.

Mergers, Consolidations and Sales. Except in connection with the acquisition of Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone Global Medical REIT or any Subsidiary other Guarantor to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of its Property or any Borrowing Base Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries or any of the Guarantors to one another in the ordinary course of its businessanother; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) Leases of all or any portion of any Real Property to Tenants; (e) the any sale, transfer, lease or other disposition of a Borrowing Base Property of the Borrower or any Subsidiary (including any disposition of such Property as part of a sale and leaseback transaction) aggregating not more than 20% of so long as such Borrowing Base Property is deleted from the Total Asset Value of the Borrower for all such transactions after the date of this AgreementBorrowing Base pursuant to Section 7.3; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and; (g) the merger merge or consolidation of the Borrower consolidate, directly or indirectly, with another any other Person not otherwise permitted under clauses (c) and (f) above, so long as (i) Global Medical REIT, the Borrower is and the surviving entityGuarantors, as applicable, shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least ten (10) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered evidence reasonably satisfactory to the Administrative Agent that it will be in for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by Global Medical REIT, the Borrower and the Subsidiaries with all provisions the terms and conditions of this Agreement upon and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such merger consolidation or consolidation merger; (i) each Guarantor (other than Global Medical REIT) may issue or sell its Equity Interests to the extent permitted by Section 8.10 and (iiiii) the Borrower will not engage and Global Medical REIT may each issue or sell its respective Equity Interests so long as, after consummating such transaction, Global Medical REIT shall remain in any material line compliance with the definition of business substantially different from that engaged in on the Closing DateChange of Control; and (i) transactions expressly permitted under Section 8.8 or Section 8.24.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Neither Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or sell accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower Company and its Subsidiaries the Guarantors to one another in the ordinary course of its business; (bc) sales of shares of capital stock the sale, transfer, lease or other equity interests by Borrower disposition of Property of a Foreign Subsidiary to the Company or Whitesone REIT, so long as no Change of Control results therefromany Subsidiary; (cd) the sale, transfer, lease or other disposition of Property of the Company and the Guarantors to any one or more Foreign Subsidiaries not to exceed 10% of the book value of the Company and its Subsidiaries assets as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year in the aggregate for all such transactions from the Closing Date, in each in the ordinary course of business; provided that the foregoing limitation shall not apply to sales, transfers, leases or other dispositions to Foreign Subsidiaries which are Borrowers or Guarantors; (e) the merger of any Subsidiary with and into into, the Borrower dissolution of any Subsidiary liquidating into, or the transfer of the capital stock or other equity interest of any Subsidiary to the Company or any other Subsidiary, provided that, in the case of any merger involving (i) the BorrowerCompany, the Borrower Company is the corporation surviving the merger, (ii) CTS BV, CTS BV is the entity surviving such merger and (iii) a Guarantor, but not a Borrower, a Guarantor is the corporation surviving the merger; (df) the sale or discount of delinquent notes or the sale of accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction (other than a Permitted Securitization)); (g) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the a Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (h) the sale, transfer or other disposition of Property of the Company which is classified as “held for sale” on the Company’s balance sheet; (i) the sale of investments permitted pursuant to Section 8.9(a) through (e), (l), (m) and (n) hereof; and (j) the sale, transfer, lease or other disposition of Property of the Borrower Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Company and its Subsidiaries during any fiscal year of the Company of an amount not more than 2010% of the Total Asset Value fair market value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds assets of the Obligations; and (g) Company and its Subsidiaries as shown on the merger or consolidation Company’s balance sheet as of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) end of the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateimmediately preceding fiscal year.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the No Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger merger, demerger, consolidation, amalgamation, corporate reconstruction or consolidationScheme of Arrangement, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business, including without limitation, the sale of products to National Starch & Chemical Pty. Ltd pursuant to any Material Australian Document; (b) the sale, transfer, lease or other disposition of Property of the Borrower Borrowers and its their Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the any Borrower or any other Subsidiary, provided that, in the case of any merger involving the any Borrower, the such Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Borrowers or its their Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ef) the sale, transfer, lease or other disposition of Property of the Borrower Borrowers or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrowers and their Subsidiaries in an amount not more than 20% to exceed $5,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalent) during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrowers.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course Loan Party, (ii) of its business; any Excluded Subsidiary to another Excluded Subsidiary, or (biii) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, constituting a Permitted Intercompany Transfer so long as no Change of Control results therefromsuch Permitted Intercompany Transfer is in compliance with Section 8.16; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, a Loan Party; provided that, in the case of any merger involving (i) the Borrower, the Borrower is the entity corporation surviving the merger or (ii) a Loan Party (other than the Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (eg) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the sale, transfer, lease sale by PBS of securities or other disposition financial assets in the ordinary course of Property business; (i) the unwinding of any Hedging Agreement; (j) the lapse or abandonment of intellectual property in the ordinary course of business; (k) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (l) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (m) terminations of leases, subleases, licenses and sublicenses by the Borrower or any of its Subsidiaries in the ordinary course of business; (n) sales by the Borrower or any of its Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of the Borrower and its Subsidiaries; (o) transfers of equity issued by ERS to current equity holders of ERS to enable such holders to maintain their percentage interests in ERS; and (p) the Disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Subsidiary) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entitysuch Disposition shall be made for fair value, (ii) at least 75% of the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions total consideration received therefor shall consist of this Agreement upon and after such merger cash or consolidation and Cash Equivalents, (iii) No Default exists or would result therefrom, and (iv) the Borrower will not engage Loan Parties are in any material line of business substantially different from that engaged compliance with the Minimum Adjusted EBITDA covenant set forth in Section 8.23(d) on a pro forma basis after giving effect to such Disposition (looking back four completed fiscal quarters as if the Disposition occurred on the Closing Datefirst day of such period).

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall Not, and not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect (a) merge or consolidate; (b) purchase or otherwise acquire all or substantially all of the assets or stock of any merger or consolidationclass of, or sellany partnership or joint venture interest in, transferany other Person, lease provided that (i) Max Bermuda may make any such purchase or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount acquisition provided (with or without recourseA) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then existhas occurred and is continuing or would result from such purchase or acquisition, this Section shall not apply (B) Max Bermuda provides the Lenders with a pro forma Compliance Certificate giving effect to nor operate to prevent: such purchase or acquisition and (aC) (1) the purchase price of any single purchase or acquisition does not exceed $75,000,000 and (2) the aggregate purchase price of all such purchases and acquisitions after the date hereof does not exceed $250,000,000 and (ii) Max U.S. Holdings and any of its Subsidiaries may make any such purchase or acquisition provided (A) no Default or Event of Default has occurred and is continuing or would result from such purchase or acquisition, (B) Max Bermuda provides the Lenders with a pro forma Compliance Certificate giving effect to such purchase or acquisition and (C) (1) the purchase price of any single purchase or acquisition does not exceed $25,000,000 and (2) the aggregate purchase price of all such purchases and acquisitions after the date hereof does not exceed $100,000,000; or (c) sell, transfer, convey or lease all or any substantial part of its assets, other than (i) any sale, transfer, conveyance or lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; , (eii) the any sale or assignment of receivables, (iii) any sale, transfer, conveyance or lease or other disposition not in the ordinary course of Property business provided the aggregate fair market value of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions sales, transfers, conveyances or leases after the date hereof does not exceed $75,000,000 and (iv) Total Return Equity Swaps permitted under Section 6.3(f). Notwithstanding the foregoing, (x) Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any of this Agreement; its Subsidiaries, and (fy) any merger if it results in the simultaneous payoff in immediately available funds Subsidiary of the Obligations; and (g) the merger Max US Holdings may merge or consolidation consolidate with, purchase or otherwise acquire assets from and transfer assets to, Max US Holdings or any other Subsidiary of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateMax US Holdings.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or sell accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Guarantors to one another in the ordinary course of its business; (bc) sales of shares of capital stock the sale, transfer, lease or other equity interests by disposition of Property of a Foreign Subsidiary to the Borrower or Whitesone REIT, so long as no Change of Control results therefromany Subsidiary; (cd) the sale, transfer, lease or other disposition of Property of the Borrower and the Guarantors to any one or more Foreign Subsidiaries not to exceed $15,000,000 in the aggregate for all such transactions from the Closing Date, in each in the ordinary course of business; (e) the merger of any Subsidiary with and into into, the dissolution of any Subsidiary liquidating into, or the transfer of the capital stock or other equity interest of any Subsidiary to the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger provided further that any merger involving a Guarantor, but not the Borrower, a Guarantor is the corporation surviving the merger; (df) the sale or discount of delinquent notes or the sale of accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (g) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (h) the sale, transfer or other disposition of Property of the Borrower which is classified as “held for sale” on the Borrower’s balance sheet; (i) the sale of investments permitted pursuant to Section 8.9(a) through (e), (l), (m) and (n); and (j) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries during any fiscal year of the Borrower of an amount not more than 205% of the Total Asset Value fair market value of the Borrower for all such transactions after and its Subsidiaries’ assets as shown on the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds Borrower’s balance sheet as of the Obligations; and (g) the merger or consolidation end of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateimmediately preceding fiscal year.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower The Parent shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any amalgamation, merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of (i) the Borrower Parent and its Subsidiaries the Guarantors to one another and (ii) any Foreign Subsidiary to another Foreign Subsidiary in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger or amalgamation of any Subsidiary with and into the Borrower Parent or any other Subsidiary, provided that, (i) in the case of any merger or amalgamation involving the a Borrower, the such Borrower is the entity surviving corporation and (ii) in the mergercase of any merger or amalgamation involving the Parent, the Parent is the surviving corporation; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Parent or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the assignment or license by the Parent and/or its Domestic Subsidiaries of non-U.S. rights to the LoJack Stolen Vehicle Recovery System and related intellectual property to a non-resident Irish Subsidiary of the Parent ("LoJack Ireland/Bermuda") in consideration of LoJack Ireland/Bermuda's agreement to make fair market (in the good faith opinion of the Parent) royalty payments, and the further sublicense of such intellectual property by LoJack Ireland/Bermuda to an Irish Subsidiary thereof ("LoJack Ireland"), and in connection therewith, the assignment of existing distribution agreements with non-U.S. distributors (collectively, the "Vehicle Recovery System Foreign Subsidiary Distribution Arrangement"); and (g) the sale, transfer, lease or other disposition of Property of the Borrower Parent or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Parent and its Subsidiaries not more than 20% the U.S. Dollar Equivalent of $1,500,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateParent.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders Holders (which shall not be unreasonably withheld, conditioned or delayed), neither Whitestone REIT nor the Borrower shall notCompany shall, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower Company and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower the Company or Whitesone Whitestone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower Company or any other Subsidiary, provided that, in the case of any merger involving the BorrowerCompany, the Borrower Company is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Company or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20the lesser of (i)(x) during any 12 consecutive months, 10% of the Total Asset Value of the Borrower Company for all such transactions and (y) during the term of this Agreement, 30% of the Total Asset Value of the Company for all such transactions; provided, that there shall be excluded from this clause (e)(i) any net proceeds of any disposition of Property which are actually reinvested in acquiring Eligible Properties from and after the date such proceeds are so reinvested and (ii) the amount permitted to be sold pursuant to the terms of this the Credit Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower Company with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower Company is the surviving entity, (ii) the Borrower Company has delivered evidence reasonably satisfactory to the Administrative Agent holders of Notes that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower Company will not engage in any material line of business substantially different from that engaged in on the Closing Datedate of the Closing.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders Holders (which shall not be unreasonably withheld, conditioned or delayed), neither Whitestone REIT nor the Borrower shall notCompany shall, nor shall it permit Whitestone REIT or any Material Subsidiary to, effect any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower Company and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower the Company or Whitesone Whitestone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower Company or any other Subsidiary, provided that, in the case of any merger involving the BorrowerCompany, the Borrower Company is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Company or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20the lesser of (i)(x) during any 12 consecutive months, 10% of the Total Asset Value of the Borrower Company for all such transactions and (y) during the term of this Agreement, 30% of the Total Asset Value of the Company for all such transactions; provided, that there shall be excluded from this clause (e)(i) any net proceeds of any disposition of Property which are actually reinvested in acquiring Eligible Properties from and after the date such proceeds are so reinvested and (ii) the amount permitted to be sold pursuant to the terms of this the Credit Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower Company with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower Company is the surviving entity, (ii) the Borrower Company has delivered evidence reasonably satisfactory to the Administrative Agent holders of Notes that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower Company will not engage in any material line of business substantially different from that engaged in on the Closing Datedate of the Closing.

Mergers, Consolidations and Sales. Except with Neither the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), Parent nor the Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries Guarantors to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the mergermerger and, in the case of any Subsidiary which is not a Guarantor with a Subsidiary which is a Guarantor, the Guarantor is the surviving entity; (d) the sale, forgiveness or discount of delinquent notes or accounts receivable in the ordinary course of business for purposes of compromise or collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or obsolete, worn out, surplus or no longer used or useful, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $500,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this AgreementBorrower; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger Borrower and its Subsidiaries may grant licenses, sublicenses, leases or consolidation subleases to other Persons in the ordinary course of the Borrower with another Person not otherwise permitted under clauses business; and (c) and (f) above, so long as (ih) the Borrower is and its Subsidiaries may liquidate or otherwise dispose of cash and Cash Equivalents in the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions ordinary course of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datebusiness.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or sell accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Guarantors to one another in the ordinary course of its business; (bc) sales of shares of capital stock the sale, transfer, lease or other equity interests by disposition of Property of a Foreign Subsidiary to the Borrower or Whitesone REIT, so long as no Change of Control results therefromany Subsidiary; (cd) the sale, transfer, lease or other disposition of Property of the Borrower and the Guarantors to any one or more Foreign Subsidiaries not to exceed 10% of the book value of the Borrower and its Subsidiaries assets as shown on the Borrower’s balance sheet as of the end of the immediately preceding fiscal year in the aggregate for all such transactions from the Closing Date, in each in the ordinary course of business; (e) the merger of any Subsidiary with and into into, the dissolution of any Subsidiary liquidating into, or the transfer of the capital stock or other equity interest of any Subsidiary to the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger provided further that any merger involving a Guarantor, but not the Borrower, a Guarantor is the corporation surviving the merger; (df) the sale or discount of delinquent notes or the sale of accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction (other than a Permitted Securitization)); (g) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (h) the sale, transfer or other disposition of Property of the Borrower which is classified as “held for sale” on the Borrower’s balance sheet; (i) the sale, transfer or other disposition of the Borrower’s facilities located in Berne, Indiana and in Albuquerque, New Mexico; (j) the sale of investments permitted pursuant to Section 8.9(a) through (e), (l), (m) and (n); and (k) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries during any fiscal year of the Borrower of an amount not more than 2010% of the Total Asset Value fair market value of the assets of the Borrower for all such transactions after and its Subsidiaries as shown on the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds Borrower’s balance sheet as of the Obligations; and (g) the merger or consolidation end of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateimmediately preceding fiscal year.

Mergers, Consolidations and Sales. Except The Company will not merge or consolidate with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidationinto, or sellconvey, transfer, lease or otherwise dispose of all (whether in one transaction or any part a series of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recoursetransactions) any of its notes Property (whether now owned or accounts receivablehereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or permit any Subsidiary to do so; provided, however, that the Company may merge or consolidate with another Person, including a Subsidiary, if (A) the Company is the surviving corporation, (B) the Company will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation, and (C) the Company will not engage in any material line of business substantially different from that engaged in on the Series A Closing Day and; provided further, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Borrower Company and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower Company or any other Subsidiary, provided that, in the case of any merger involving the BorrowerCompany, the Borrower Company is the entity corporation surviving the merger; (dc) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower Company or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease or other disposition of Property of the Borrower Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Company and its Subsidiaries not more than 20% $100,000,000 during any fiscal year of the Total Asset Value Company; provided, that if such disposition during such Fiscal Quarter exceeds $5,000,000 and together with any other dispositions made during the preceding three Fiscal Quarters of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results Company in the simultaneous payoff aggregate exceed $50,000,000, then for such disposition(s) the Company shall provide to the holders of Notes covenant calculations for the covenants contained in immediately available funds Section 10.10, showing that the projected effect of such disposition(s) have been contemplated and have been projected into the expected operating results and financial position of the Obligations; and (gCompany for the Fiscal Quarter in which the disposition occurs, and demonstrating that such disposition(s) the merger or consolidation are not reasonably expected to cause a violation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory Section 10.10 covenants applicable to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateFiscal Quarter.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall notNo Loan Party shall, nor shall it permit Whitestone REIT or any Subsidiary of its Subsidiaries to, effect be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory or other assets in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries any Loan Party to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary Loan Party with and into the Borrower or any other SubsidiaryLoan Party, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale, transfer assignment, transfer, disposition or discount of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer, lease or other disposition of (i) any tangible personal property Property that, in the reasonable business judgment of the Borrower relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of businessbusiness or (ii) Property that, in the reasonably business judgment of the Loan Party, is not material to the business of the Loan Party; (ef) the sale, transfer, lease or other disposition Disposition of Property of the Borrower any Loan Party or any Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than 20$1,000,000 during any fiscal year of the Borrower, provided that (i) each such Disposition shall be made for fair value and (ii) at least 80% of the Total Asset Value total consideration received at the closing of such Disposition shall consist of cash and at least 80% of the Borrower for total consideration received after taking into account all such transactions after final purchase price adjustments and/or contingent payments (including working capital adjustment or earn-out provisions) expressly contemplated by the date transaction documents, when received shall consist of this Agreementcash; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger use of money, cash or consolidation Cash Equivalents in the ordinary course of business to the Borrower with another Person extent not otherwise permitted under clauses prohibited by the terms of this Agreement or the other Loan Documents; (ch) the non-exclusive licensing and (f) above, so long as sublicensing of intellectual property rights in the ordinary course of business and the leasing and subleasing of any other Property; (i) the Borrower granting of Liens permitted hereunder; (j) any involuntary loss, damage or destruction of Property, and the sale, abandonment or other disposition of any such damaged Property; (k) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of Property or other Event of Loss; (l) the abandonment, cancellation or lapse of issued intellectual property of a Loan Party or Subsidiary thereof to the extent, in such Loan Party’s reasonable business judgment, not economically desirable in the conduct of such Loan Party’s business or so long as such lapse is not materially adverse to the surviving entity, interests of the Lenders and (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be expiration of patents in pro forma compliance accordance with all provisions of this Agreement upon and after such merger or consolidation and their statutory terms; (iiim) the Borrower will unwinding or terminating of hedging arrangements or transactions contemplated by any Swap Contract which are not engage prohibited hereunder; (n) Permitted Acquisitions; and (o) the settlement, release or surrender of tort or other litigation claims upon terms and conditions determined by Xxxxxxxx in any material line of its good faith business substantially different from that engaged in on the Closing Datejudgment.

Mergers, Consolidations and Sales. Except with Neither the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), Parent nor the Borrower shall notshall, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries Guarantors to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the mergermerger and, in the case of any Subsidiary which is not a Guarantor with a Subsidiary which is a Guarantor, the Guarantor is the surviving entity; (d) the sale, forgiveness or discount of delinquent notes or accounts receivable in the ordinary course of business for purposes of compromise or collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or obsolete, worn out, surplus or no longer used or useful, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than 20% $1,000,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this AgreementBorrower; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger Borrower and its Subsidiaries may grant licenses, sublicenses, leases or consolidation subleases to other Persons in the ordinary course of the Borrower with another Person not otherwise permitted under clauses business; and (c) and (f) above, so long as (ih) the Borrower is and its Subsidiaries may liquidate or otherwise dispose of cash and Cash Equivalents in the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions ordinary course of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datebusiness.

Mergers, Consolidations and Sales. Except with Neither the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), Parent nor the Borrower shall notshall, nor shall it they permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries the Guarantors to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the merger of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiaryany Guarantor, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (eg) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary Guarantor (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Parent, the Borrower and its Subsidiaries not more than 20% $500,000 during any fiscal year of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateBorrower.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall Not, and not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger (a) merge, amalgamate or consolidationconsolidate, provided that (i) Max Holdings may merge, amalgamate or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (consolidate with or without recourse) any of its notes or accounts receivable; provided, however, IPC Holdings so long as (y) the Administrative Agent shall have received such documents, certificates and opinions in connection with such merger, amalgamation or consolidation affirming the effectiveness of the Credit Agreement and the other Credit Documents and the liability of the merged, amalgamated or consolidated company for the obligations of each of IPC Holdings and Max Holdings hereunder and thereunder as it shall have reasonably requested and (z) immediately before and after giving effect thereto, no Default or Event of Default then would occur or exist, (ii) any Wholly Owned Subsidiary (other than Max Holdings) may merge, amalgamate or consolidate with another Wholly Owned Subsidiary so long as (w) if structured as a merger and a Credit Party is a party thereto, such Credit Party is the surviving entity, (x) the Administrative Agent shall be satisfied with the corporate and capital structure and management of IPC Holdings and its Subsidiaries after giving effect to such merger, amalgamation or consolidation, (y) the Administrative Agent shall have received such documents, certificates and opinions in connection with such merger, amalgamation or consolidation affirming the effectiveness of the Credit Agreement and the other Credit Documents and the liability of the Credit Parties for the Obligations as it shall have reasonably requested and (z) immediately before and after giving effect thereto, no Default or Event of Default would occur or exist; and (iii) any Subsidiary (other than a Credit Party) may merge, amalgamate or consolidate with one or more other Subsidiaries (other than a Credit Party), provided that, if either such Subsidiary is a Wholly-Owned Subsidiary, the surviving Person shall, after giving effect to such merger, amalgamation or consolidation, be a Wholly-Owned Subsidiary; (b) make any Acquisition, provided that IPC Holdings or any of its Subsidiaries may make any Acquisition so long as (A) no Default or Event of Default has occurred and is continuing or would result from such Acquisition, (B) prior to the closing of such Acquisition, IPC Holdings shall provide the Lenders with a pro forma Compliance Certificate giving effect to such Acquisition, (C) the Administrative Agent shall be satisfied with the corporate and capital structure and management of IPC Holdings and its Subsidiaries after giving effect to such Acquisition and (D) the aggregate consideration to be paid by IPC Holdings or such Subsidiary in connection therewith shall not exceed $250,000,000, and together with the aggregate consideration paid by IPC Holdings and its Subsidiaries in connection with each other Acquisition permitted by this Section 6.1 after the Amalgamation Date shall not apply to nor operate to prevent: exceed $500,000,000; or (ac) the sell, transfer, convey or lease all or any portion of its assets, other than (i) any sale, transfer, conveyance or lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; , (eii) the any sale or assignment of receivables, (iii) any sale, transfer, conveyance or lease not in the ordinary course of business provided the aggregate fair market value of all such sales, transfers, conveyances or other disposition leases after the Amalgamation Date does not exceed $100,000,000, (iv) any sale, transfer, conveyance or lease by any Subsidiary of Property a Credit Party to such Credit Party or to a Wholly Owned Subsidiary of such Credit Party and any sale, transfer, conveyance or lease by Max Bermuda to IPCRe Limited or by IPCRe Limited to Max Bermuda, and (v) Total Return Equity Swaps permitted under Section 6.2(b)(v). Notwithstanding the Borrower foregoing, (w) Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any of its Subsidiaries; (x) any Subsidiary of Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, Max US Holdings or any other Subsidiary of Max US Holdings; (including y) Max UK may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any disposition of Property as part of a sale its Subsidiaries; and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (fz) any merger if it results in the simultaneous payoff in immediately available funds Subsidiary of the Obligations; and (g) the merger Max UK may merge or consolidation consolidate with, purchase or otherwise acquire assets from, and transfer assets to Max UK or any other Subsidiary of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DateMax UK.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower and HAI shall not, nor shall it permit Whitestone REIT or any Restricted Subsidiary to, effect be a party to any merger or consolidation, or during any fiscal year sell, transfer, lease or otherwise dispose of (whether in a single transaction or in multiple transactions) all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower HAI and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity Person surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) sales or other dispositions (whether as part of a sale and leaseback transaction or otherwise) of fixed assets within 180 days of the acquisition thereof; (g) the sale, transfer, lease or other disposition of Property of the Borrower HAI or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transactiontransaction but excluding dispositions permitted pursuant to the preceding clause (f)) in an amount for the Borrower and its Restricted Subsidiaries aggregating not more more, during any fiscal year of the Borrower, than 205% of Total Assets as of the Total Asset Value last day of the immediately preceding fiscal year computed on a consolidated basis in accordance with GAAP; (h) any sale, transfer, contribution, conveyance or other disposition of Property of the Borrower for all such transactions after the date or any of this Agreementits Subsidiaries in connection with a Permitted Receivables Securitization; (fi) any merger if it results in the simultaneous payoff in immediately available funds of the Obligationstransfers permitted under Section 5.12(g); and (gj) assignments of intellectual property in the merger or consolidation ordinary course of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datebusiness.

Mergers, Consolidations and Sales. Except The Borrower will not merge or consolidate with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect any merger or consolidationinto, or sellconvey, transfer, lease transfer or otherwise dispose of all (whether in one transaction or any part a series of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recoursetransactions) any of its notes Property (whether now owned or accounts receivablehereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or permit any Subsidiary to do so; provided, however, that the Borrower may merge or consolidate with another Person, including a Subsidiary, if (A) the Borrower is the surviving corporation, (B) the Borrower will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (C) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Date and; provided, further, that so long as no Default or Event of Default then exist, exists this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease transfer or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REITor, so long as no Change of Control results therefromto the extent permitted by Section 8.10, its Subsidiaries; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;; and (ed) the sale, transfer, lease transfer or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of ); provided however, that if the Total Asset Gross Book Value of such sale, transfer or disposition during any Fiscal Quarter exceeds $10,000,000 and together with any other sales, transfers or dispositions made during such Fiscal Quarter in the aggregate exceed $100,000,000, then for such sales, transfers or dispositions, the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory shall provide to the Administrative Agent a Compliance Certificate with covenant calculations for the covenants contained in Section 8.19 showing that it will after giving effect to such sales, transfers or dispositions the Borrower shall be in pro forma compliance with all provisions of this Agreement upon and after such merger covenants for the Fiscal Quarter in which the sale, transfer or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Datedisposition occurs.

Mergers, Consolidations and Sales. Except with the prior written consent Not, and not permit any of its Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the Required Lenders assets or stock of any class of, or any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which shall not be unreasonably withheld, conditioned complies with clause (ii) of this Section 6.3 or delayedthe acquisition of shares of a Subsidiary held by minority shareholders), the Borrower shall notor (b) sell, nor shall it permit Whitestone REIT transfer, convey or lease all or any Subsidiary tosubstantial part of its assets other than any sale, effect transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, or sellsale, transfer, conveyance, lease or otherwise dispose assignment of all or (x) any part of its Propertywholly owned Subsidiary into, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourseto any other wholly owned Subsidiary or (y) any of its notes wholly owned Subsidiary into, with or accounts receivable; provided, however, to the Borrower (so long as the Borrower is the surviving or continuing entity), (ii) purchases or acquisitions which comply with Section 5.9 provided (x) no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: has occurred and is continuing or would result therefrom and (ay) the sale, transfer, lease purchase price for any single purchase or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating acquisition does not more than 20exceed 50% of the Total Asset Value Borrower Net Worth as of the Borrower for all such transactions after the date of this Agreement; such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (fincluding goodwill) any merger if it results in the simultaneous payoff in immediately available funds as of the Obligations; and date of such purchase or acquisition (g) the merger calculated on a pro forma basis giving effect to such acquisition or consolidation of the Borrower with another Person not otherwise permitted under clauses (cpurchase) and (f) above, so long as (iz) the aggregate purchase price of all purchases and acquisitions after December 31, 2014 does not exceed 100% of Borrower is Net Worth as of the surviving entity, date of such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (iiincluding goodwill) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will sales of assets and capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not engage in any material line Material Subsidiaries, provided no Default or Event of business substantially different from that engaged in on the Closing DateDefault has occurred and is continuing.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidationconsolidation (other than as part of a Permitted Acquisition), or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as no Default or Event of Default then exist, exists (except in the case of sales of inventory permitted by subsection (a) hereof) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and its Domestic Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefromanother; (c) the merger of any Domestic Subsidiary with and into the Borrower or any other Domestic Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (ef) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries in an amount not more than 20to exceed 5% of the Total Asset Value Borrower’s total assets (determined in accordance with GAAP) as shown on the Borrower’s audited balance sheet as of the Borrower for all such transactions after last the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds day of the Obligationsmost recently completed fiscal year during any fiscal year of the Borrower; and (g) the merger of Penford Holdings Pty. Ltd with and into Penford Australia Limited, provided that after giving effect to such merger the Administrative agent shall have a perfected first priority security (or consolidation its equivalent) in 65% of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions Voting Stock of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing DatePenford Australia Limited.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower a) The Borrowers shall not, nor shall it the Public Hub Company permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation; provided, however, that this Section shall not apply to nor operate to prevent any consolidation or merger so long as: (i) in the case of such a transaction involving a Borrower, a Borrower is the surviving or continuing corporation; (ii) subject to the provisions of clause (i) above, in the case of such a transaction involving a Guarantor, a Guarantor is the surviving or continuing corporation; and (iii) at the time of such merger or consolidation and immediately after giving effect thereto, no Default or Event of Default shall occur or be continuing. (b) The Borrowers shall not, nor shall the Public Hub Company permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (i) all or any substantial part of its PropertyProperty in a single transaction or a series of transactions, including any disposition of Property as a part of a sale and leaseback transactiontransaction (other than Excluded Dispositions) if, at the time of such sale, transfer, lease or other disposition, the aggregate amount of Operating Income for the immediately preceding fiscal year attributable to all such Property sold, transferred, leased or otherwise disposed of during the current fiscal year would exceed 25% of Operating Income for the immediately preceding fiscal year, provided that in no event will (x) any Excluded Disposition constitute a sale, transfer, lease or other disposition of Property for purposes of this clause (i) or (y) the Operating Income attributable to any assets disposed of in any event Excluded Disposition be counted in determining whether such 25% limit has been exceeded or (ii) sell or discount (with or without recourse) any of its notes or accounts receivable; provided. As used herein, however, so long as no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: “Excluded Disposition” means any (ai) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or Whitesone REIT, so long as no Change of Control results therefrom; (c) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (d) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; , (eii) the sale, transfer, lease or other disposition of Property in which a member of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations; and (g) the merger or consolidation of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower Hub Group is the surviving entitypurchaser or acquirer, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) sale, transfer, lease or other disposition, in the Borrower will ordinary course of business, of assets that are obsolete, redundant or not engage in any material line required for the efficient operation of business substantially different from that engaged in on the Closing Datebusinesses of the Hub Group, or (iv) disposal of cash equivalents or other investments.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the The Borrower shall not, nor shall it permit Whitestone REIT or any Subsidiary to, effect be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default then exist, that this Section shall not apply to nor operate to preventprohibit: (a) the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its businessMerger; (b) sales of shares of capital stock any merger or other equity interests by Borrower or Whitesone REIT, consolidation so long as the Borrower is the surviving corporation and, at the time of such merger or consolidation and immediately after giving effect thereto, no Change Default or Event of Control results therefromDefault shall occur or be continuing; (c) the any merger or consolidation of any a Subsidiary with and or into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, (so long as the Borrower is the entity surviving entity) or any other Subsidiary (so long as a Wholly-owned Subsidiary is the mergersurviving entity) so long as, at the time of such merger or consolidation or immediately after giving effect thereto, no Default or Event of Default shall occur or be continuing; (d) the sale, lease, transfer or other disposition by any Subsidiary of all or any tangible personal property that, in the reasonable business judgment portion of its assets to the Borrower or its any other Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (e) the sale, transfer, lease sale of accounts receivable by the Borrower and its Subsidiaries in the ordinary course of business to Persons other than Affiliates provided that such sale is part of a securitization or other disposition similar financing transaction and the aggregate face amount of Property of such accounts receivables sold and outstanding at any one time does not exceed $75,000,000; (f) the sale by the Borrower or any Subsidiary of (including any disposition of Property as part of a sale and leaseback transactioni) aggregating not more than 20% of the Total Asset Value of the Borrower for all such transactions after the date of this Agreement; (f) any merger if it results assets no longer used or useful in the simultaneous payoff conduct of their respective businesses or (ii) inventory in immediately available funds the ordinary course of the Obligationstheir respective businesses; and (g) sales, transfers, leases or other dispositions of Property not otherwise permitted by this Section provided the merger aggregate amount thereof during any calendar year does not exceed 15% of Total Assets as of the first day of such year and further provided that if the same aggregate more than 5% of Total Assets as of such day, an amount of the proceeds thereof in excess of such 5% level are used to purchase assets used or consolidation to be used in the ordinary course of the business of the Borrower with another Person not otherwise permitted under clauses (c) and (f) above, so long as (i) the Borrower is the surviving entity, (ii) the Borrower has delivered evidence reasonably satisfactory to the Administrative Agent that it will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation and (iii) the Borrower will not engage in any material line of business substantially different from that engaged in on the Closing Dateits Subsidiaries.