Common use of Initial Credit Event Clause in Contracts

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date: (a) the Administrative Agent The Lender shall have received this Agreement duly executed by the Borrower, favorable written opinion of counsel to the Material Subsidiaries, as Guarantors, Borrower in form and substance reasonably acceptable to the LendersLender; (b) if requested by any Lender, the Administrative Agent The Lender shall have received for copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower’s bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Lender shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or an Assistant Secretary; (d) The Lender such Lender’s duly shall have received, if requested, an executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent The Lender shall have received copies a duly executed original of resolutions of Whitestone REIT’s(i) this Agreement, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing bodyii) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized RepresentativesRepresentatives and (iii) such other documents as the Lender may reasonably request; (f) The Lender shall have received a certificate by the chief financial officer of the Borrower, stating that on the Effective Date no Default or Event of Default has occurred and is continuing, and that all representations and warranties set forth herein are true and correct as of such date; (g) The Lender shall have received evidence that Borrower is validly existing and in good standing under the laws of the jurisdiction of incorporation; (h) the Administrative Agent The Lender shall have received payment of the initial fees called for by Section 2.1 hereof;Upfront Fee; and (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders The Lender shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrowerduly executed Compliance Certificate containing information as of June 30, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2006.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this the Deeds of Trust duly executed by the applicable Borrowers, and the Security Agreement duly executed by the BorrowerBorrowers and the Guarantors, together with (i) UCC financing statements to be filed against the Material SubsidiariesBorrowers and the Guarantors, as Guarantorsdebtors, in favor of the Administrative Agent, as secured party, (ii) patent, trademark, and copyright collateral agreements, to the Lendersextent requested by the Administrative Agent, (iii) deposit account control agreements, to the extent requested by the Administrative Agent, (iv) certificates, if any, representing the Ownership Interests in the Guarantors accompanied by undated powers executed in blank, (v) instruments, if any, evidencing any Indebtedness constituting Collateral accompanied by proper allonges pledged by any Borrower or any Guarantor pursuant to the Security Agreement indorsed in blank, (vi) landlord and warehouseman’s waivers, to the extent requested by the Administrative Agent, and (vii) evidence of the completion of all other actions, recordings and filings of or with respect to the Liens created by the Security Agreement that the Administrative Agent may deem necessary or reasonably desirable in order to perfect such Liens; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note, such Lender’s duly executed Notes Note of the Borrower Borrowers, dated the date hereof Effective Date and otherwise in compliance with the provisions of Section 1.10 hereof2.11(d); (c) the Administrative Agent shall have received an intercreditor agreement (the “▇▇▇▇▇ Fargo Intercreditor Agreement”) acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by ▇▇▇▇▇ Fargo Capital Finance, LLC (the “▇▇▇▇▇ Fargo”); (d) the Administrative Agent shall have received an intercreditor agreement the “Israeli Banks Intercreditor Agreement”) acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by Bank Leumi USA, as collateral agent (in such capacity, “Collateral Agent”) and as a second lien lender (in such capacity, “Bank Leumi Lender”), and Israel Discount Bank of New York (“IDBY”; together with Collateral Agent and Bank Leumi Lender, the “Israeli Lenders”), as a second lien lender (the “Israeli Banks Intercreditor Agreement”); (e) the Administrative Agent shall have received an acknowledgment agreement acceptable in form and substance to the Administrative Agent, authorized, executed and delivered by ▇. ▇▇▇▇ (the “▇. ▇▇▇▇ Acknowledgment Agreement”) ; (f) the Administrative Agent shall have received a Consent and Agreement acceptable in form and substance to the Administrative Agent from each of the following Affiliates of the MLP: Lion Oil, Holdings, Delek Refining, the General Partner and Delek Logistics Services. (g) the Administrative Agent shall have received the Limited Guaranty executed by the Limited Guarantor; (h) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured, mortgagee and/or lenders loss payee, as applicable; (di) the Administrative Agent shall have received copies of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretoGuarantor’s, if any, Organization Documents, certified in each instance by its Secretary or Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority; (ej) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary Secretary, Chief Financial Officer or other Authorized Representativeofficer acceptable to the Administrative Agent; (fk) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereofEffective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofapplicable; (l) the Administrative Agent shall have received a list of the Borrowers Authorized Representatives; (m) the Administrative Agent shall have received for itself and for the Lenders the upfront fees then due and the other initial fees required by Section 2.12; (n) the Administrative Agent shall have received certification from the General Partner’s Chief Financial Officer on behalf of the Borrowers’ Agent or other officer of the Borrowers’ Agent acceptable to the Administrative Agent attesting to the Solvency of the Consolidated Group on a consolidated basis after giving effect to the Transaction and the initial Credit Event; (o) the Administrative Agent shall have received mortgagee’s title insurance policies (or binding commitments therefore) on those fee owned parcels of real property of the Borrowers (other than the MLP) as set forth on Schedule 3.2(o) attached hereto in form, and substance, and in insured amounts, acceptable to the Administrative Agent insuring the Liens of the Deeds of Trust to be valid first priority Liens subject only to defects or objections that are acceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require (collectively, the “Title Policies”); (p) the Administrative Agent shall have received a survey in form and substance acceptable to the Administrative Agent prepared by a licensed surveyor on each parcel of real property set forth on Schedule 3.2(o), which surveys shall also state whether or not any portion of such properties are in a federally designated flood hazard area; (q) the Administrative Agent shall have received a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental hazards and matters with respect to each parcel of real property set forth on Schedule 3.2(q) attached hereto, together with a reliance letter thereon acceptable to the Administrative Agent; (r) the Administrative Agent shall have received a flood determination report for each parcel of real property that is the location of an Initial Terminal and any other Property of any Borrower containing improvements thereon subject to the Lien of the Deeds of Trust prepared for the Administrative Agent by a flood determination company selected by the Administrative Agent stating whether or not any portion of such property is in a federally designated flood hazard area; (s) the Administrative Agent shall have received an executed copy of the Contribution Agreement (together with all schedules, exhibits and amendments thereto) certified by an officer of the Borrowers’ Agent as being a true, correct and complete copy thereof, and the Contribution Agreement and all other Transfer Documents shall be acceptable to the Administrative Agent in form and substance; none of the material terms or conditions to closing of any party set forth in the Transfer Documents shall have been amended, modified or supplemented without the prior written opinion consent of the Administrative Agent, and all conditions stated therein shall have been satisfied or, with the prior written consent of the Administrative Agent, waived; (t) the contribution of the Contributed Assets pursuant to the Transfer Documents shall have been approved, to the extent necessary, by each Contributing Affiliate’s board of directors (or other applicable governing body) and owners of the equity of such Contributing Affiliate; (u) except as set forth on Schedule 3.2(u), on the Effective Date, both before and after giving effect to the Transaction, no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the Transaction or any component thereof, or would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the General Partner, and the Borrowers, threatened; (v) the capital and organizational structure of the Borrowers shall be reasonably satisfactory to the Administrative Agent including, without limitation, evidence sufficient to the Administrative Agent of receipt by the MLP of net proceeds (after payment of underwriting fees and expenses) from the issuance of the Common Units as described in the Registration Statement of not less than $100,000,000; (w) the Administrative Agent shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Consolidated Group, and the lack of material contingent liabilities of the Consolidated Group, including an executed compliance certificate in the form of Exhibit E evidencing compliance with Section 6.20(a), which calculation will be based on (x) EBITDA for the four most recent fiscal quarters of the Consolidated Group equal to $45,296,000, and (y) Total Funded Debt on the Effective Date, after giving effect to the Transaction and the initial Credit Event; (x) after giving effect to the initial Credit Event and the Transaction the Borrowers shall have Unused Commitments of at least $50,000,000; (y) the Administrative Agent shall have received financing statement and, as appropriate, tax and judgment lien search results against the Borrowers and each of Contributing Affiliates and their respective Properties, evidencing the absence of Liens against such Persons and their Properties, except for Permitted Liens; (z) the Administrative Agent shall have received pay-off and lien release letters from secured creditors (other than holders of Permitted Liens) of the Contributing Affiliates in form and substance acceptable to the Administrative Agent setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Contributing Affiliates) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements, mortgage releases and any other lien release instruments necessary to release Liens on the assets of the Contributing Affiliates and the Borrowers, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (aa) the Administrative Agent shall have received a certificate of a Responsible Officer of the General Partner on behalf of the Borrowers and the Guarantors, either (A) listing descriptions of all material consents, licenses and approvals required in connection with the consummation of the Transaction and the execution and delivery by any Borrower and any Guarantor (and the validity against the Borrowers and the Guarantors of) of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required or are material; (bb) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the General Partner certifying (i) that the conditions specified in Section 3.1 have been satisfied, (ii) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (iii) there is no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the Transaction or any component thereof or would prohibit the initial Credit Event and (iv) after giving effect to the Transactions and at all times on the Effective Date, Holdings shall directly or indirectly own legally and beneficially at least 51% of the limited partnership interests of the MLP; (cc) the Administrative Agent shall have received a five-year business forecast of the Consolidated Group on a consolidated, annual basis for the fiscal years 2013 through 2017, prepared by management of the General Partner and as provided in the Private Supplement to the Lender’s Meeting held on September 27, 2012, as the same may be updated on or prior to the Effective Date, a copy of which has been furnished to the Bank; (dd) the Administrative Agent shall have received true, correct, and complete copies of all Material Agreements (and the Administrative Agent and the Lenders agree that any Material Agreements filed with the SEC in connection with the Transaction shall be deemed delivered), and the Material Agreements shall be acceptable to the Administrative Agent; none of the material terms or conditions to closing of any party set forth in the Material Agreements shall have been amended, modified or supplemented without the prior written consent of the Administrative Agent, and all conditions stated therein shall have been satisfied or, with the prior written consent of the Administrative Agent, waived; (ee) the Transaction shall have been completed in accordance with the terms of the Transfer Documents and applicable Legal Requirements; (ff) since December 31, 2011, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, or Properties of the MLP’s Predecessor; (gg) the Administrative Agent shall have received the favorable written opinion(s) of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to Whitestone REITthe Borrowers and the Guarantors, in form and substance reasonably satisfactory to the Borrower Administrative Agent, including a local Tennessee opinion; (hh) the Administrative Agent shall have received favorable opinions of local counsel to the Borrowers and the Guarantors in each Material Subsidiaryof Texas, Louisiana, and Arkansas in form and substance reasonably satisfactory to the Administrative Agent; (mii) neither any Borrower nor any Subsidiary shall have obtained or attempted to obtain, place, arrange or renew any debt financing, except as permitted by Section 6.11, prior to the Effective Date and during the Administrative Agent’s syndication of the credit facilities made available to the Borrowers hereunder; (jj) the Administrative Agent’s due diligence with respect to the Borrowers, their Subsidiaries, and the Contributing Affiliates shall be completed in a manner reasonably acceptable to the Administrative Agent; (kk) each Lender shall have received, sufficiently in advance of the Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the each Borrower and each Guarantor;; and (nll) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement and the Pledge Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderseach party thereto; (b) if requested by any Lender, the Administrative Agent shall have received for a Note payable to such Lender such Lender’s duly executed Notes of by the Borrower and dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, in each case, as in effect on the Closing Date, certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower and each other Guarantor); (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone Global Medical REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Year ended December 31, 2015 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2016 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, and (iii) a Borrowing Base CertificateCertificate showing the computation of the Borrowing Base with the inclusion of the Initial Borrowing Base Properties, each in form and substance reasonably acceptable to the Administrative Agent; (k) since December 31, 2015, no material adverse change in the business, financial condition, operations, performance or Properties of the Borrower or the Guarantors, taken as a whole, shall have occurred; (l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof; (lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b); (no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and; (op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (r) the Borrower shall have delivered (a) either (i) original stock certificates or regulationsother similar instruments representing all of the issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary, together with stock powers or other instruments of transfer executed in blank, or (ii) if the Equity Interests are uncertificated, an acknowledgement of collateral assignment in form and substance acceptable to the Administrative Agent duly executed by the issuer of the Equity Interest and (b) UCC financing statements with respect to the pledged Equity Interests to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party; and (s) with respect to each Initial Borrowing Base Property, the Administrative Agent shall have received: (i) a Mortgage duly executed by either the Borrower or the relevant Material Subsidiary, as applicable, for such Borrowing Base Property, in form and substance reasonably acceptable to Borrower, the relevant Material Subsidiary, if applicable, and Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to such Borrowing Base Property (or a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of the Commitment (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the applicable Mortgage to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require; (iv) an American Land Title Association survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for such Borrowing Base Property, which surveys shall also state whether or not any portion of such Borrowing Base Property is in a federally designated flood hazard area and shall also include photographs (interior and exterior) of the applicable Borrowing Base Property; (v) a report as to whether or not any portion of such Borrowing Base Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of such Borrowing Base Property subject to the Lien of the applicable Mortgage, together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an Appraisal with respect to such Borrowing Base Property; (viii) the favorable written opinion of local counsel to the Borrower or relevant Material Subsidiary, as applicable, covering due authorization, execution and delivery and enforceability of the applicable Mortgage, together with customary real estate opinions as to sufficiency of the applicable Mortgage for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (ix) a structural engineering and/or property condition report satisfactory to Administrative Agent with respect to each Borrowing Base Property; and (x) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent with respect to such Borrowing Base Property.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent (or its counsel) shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent (or its counsel) shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent (or its counsel) shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent (or its counsel) shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent (or its counsel) shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent (or its counsel) shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders Administrative Agent (or its counsel) shall have received a Closing Date Borrowing Base Compliance Certificate; (k) the Administrative Agent (or its counsel) shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent (or its counsel) shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations; and (o) prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to it.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 60 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;; and (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with The obligation of each Bank to make its -------------------- initial Loan is subject to the initial Credit Eventsatisfaction of the conditions set forth in Section 4.2 and to the satisfaction of the following conditions: (a) the Administrative Agent There shall have received this Agreement duly been delivered to the Agent for the account of each Bank a Note executed by the BorrowerBorrower in the amount, the Material Subsidiaries, maturity and as Guarantors, and the Lendersotherwise provided herein; (b) if requested by any Lender, the Administrative The Agent shall have received for such Lender such Lender’s duly executed Notes a certificate, dated the Closing Date, signed by the President or any Vice President of the Borrower dated and attested to by the date hereof Secretary or any Assistant Secretary of the Borrower in the form of Exhibit F with appropriate insertions, together with copies of the Articles or Certificate of Incorporation and otherwise Bylaws of the Borrower and the resolutions of the Borrower referred to in compliance with the provisions of Section 1.10 hereofsuch certificate; (c) All corporate and legal proceedings and all instruments and agreements in connection with the Administrative transactions contemplated in this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Banks, and the Agent shall have received evidence all information and copies of insurance required all documents and papers, including records of corporate proceedings and governmental approvals, if any, which any Bank reasonably may have requested in connection therewith, such documents and papers where appropriate to be maintained under the Loan Documentscertified by proper corporate or governmental authorities; (d) the Administrative Agent Proper financing statements (Form UCC-1) shall have received copies been delivered by the Borrower to be filed under the UCC of Whitestone REIT’seach jurisdiction as may be necessary or, in the Borrower’s and each Material Subsidiary’s articles opinion of incorporation and bylaws (or comparable organizational documents) and any amendments theretothe Collateral Agent, certified in each instance desirable to perfect the security interests purported to be created by its Secretary or Assistant Secretarythe Security Documents; (e) The Banks shall be satisfied that, after giving effect to the Administrative Agent making of the initial Loans and the application of the proceeds thereof by (or on behalf of) the Borrower, the Borrower shall have received copies of resolutions of Whitestone REIT’s, outstanding no Indebtedness other than the Borrower’s Loans and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativePermitted Indebtedness; (f) the Administrative Agent Each Bank shall have received received: (i) a copy of the consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries, if any, at December 31, 1998, and copies of the certificates related consolidated and consolidating statements of good standing operations and stockholders' equity and related consolidated statement of cash flows of the Borrower and, in the case of the statement of operations and stockholders' equity, its Consolidated Subsidiaries, if any, for Whitestone REITthe Fiscal Year then ended (together with the financial notes thereto, the "Financial Statements"), together, in the case of -------------------- the consolidated financial statements, with an unqualified certification by an independent certified public accountant acceptable to the Agent, and (ii) a copy of the consolidated balance sheets of the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office its Consolidated Subsidiaries, if any, at March 31, 1999, and copies of the secretary related consolidated statements of operations and stockholders' equity and related consolidated statement of cash flows of the state Borrower and, in the case of the statement of operations and stockholders' equity, its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationConsolidated Subsidiaries, if any, for the three month period then ended; (g) the Administrative The Agent shall have received from legal counsel to the Borrower a list of legal opinion addressed to the Borrower’s Authorized RepresentativesAgent, the Collateral Agent and each Bank in form and substance satisfactory to the Required Lenders; (h) the Administrative The Agent shall have received from the initial fees called for by Section 2.1 hereof;Borrower an executed counterpart to the Agent's form automatic debit authorization; and (i) The Borrower shall have paid to the capital Agent all fees due on the Effective Date in accordance with Sections 3.1(a) and organizational structure (b) and in accordance with the letter agreement referenced in Section 3.1(c) and all costs and expenses owing to the Agent and the Banks, and the Agent's counsel through the Closing Date. All the Notes, certificates and other documents and papers referred to in this Section 4.1, unless otherwise specified, shall be delivered to the Agent and the Collateral Agent at the Agent's Notice Office for the account of Whitestone REITeach of the Banks and, except for the Borrower Notes, in sufficient counterparts for each of the Banks and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the The Administrative Agent shall have received this Agreement duly executed for each Lender the favorable written opinion of counsel for the Borrower (which opinion may be rendered by a member of the Borrower's law department) and a supplemental opinion of Chapman and Cutler, each of which shall be in form and substance ▇▇▇▇▇facto▇▇ ▇▇ the Material Subsidiaries, as Guarantors, Administrative Agent and the Lenders; (b) if requested The Administrative Agent shall have received copies of the Borrower's Articles and Operating Agreement, certified in each instance by any Lenderits secretary or an assistant secretary (or its equivalent); (c) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower, of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents; (d) The Administrative Agent shall have received an incumbency certificate from the secretary or assistant secretary (or its equivalent) of the Borrower, which shall identify by name and title and bear the signature of the individuals authorized to sign the Loan Documents to which the Borrower is a party; (e) The Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (cf) the The Administrative Agent shall have received evidence for each Lender a list of insurance required to be maintained under the Loan DocumentsBorrower's Authorized Representatives; (dg) All legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Lenders and their counsel; (h) The Administrative Agent shall have received copies a good standing certificate for the Borrower (dated as of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) a date acceptable to the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereofAgent) from the office of the secretary of the state of its incorporation or organization and state of each state in which it is qualified organization, dated not earlier than ten days prior to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereofClosing Date; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent or the Lenders may reasonably request; (j) The Administrative Agent shall have received for itself and for the Lenders the initial fees, if any, contemplated by Section 2.1 hereof; (k) The Borrower shall have Tangible Net Worth of not less than $125,000,000 on the Closing Date; (l) The commitments under the Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event; and (om) The Borrower, the Administrative Agent and any Lender the lenders party thereto shall have received any information or materials reasonably required by entered into the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations364-Day Credit Agreement.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the The Administrative Agent shall have received this Agreement duly executed for each Lender the favorable written opinion of counsel for the Borrower (which opinion may be rendered by a member of the Borrower's law department) and a supplemental opinion of Chapman and Cutler, each of which shall be in form and substance ▇▇▇▇▇facto▇▇ ▇▇ the Material Subsidiaries, as Guarantors, Administrative Agent and the Lenders; (b) if requested The Administrative Agent shall have received copies of the Borrower's Articles and Operating Agreement, certified in each instance by any Lenderits secretary or an assistant secretary (or its equivalent); (c) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower, of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents; (d) The Administrative Agent shall have received an incumbency certificate from the secretary or assistant secretary (or its equivalent) of the Borrower, which shall identify by name and title and bear the signature of the individuals authorized to sign the Loan Documents to which the Borrower is a party; (e) The Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (cf) the The Administrative Agent shall have received evidence for each Lender a list of insurance required to be maintained under the Loan DocumentsBorrower's Authorized Representatives; (dg) All legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Lenders and their counsel; (h) The Administrative Agent shall have received copies a good standing certificate for the Borrower (dated as of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) a date acceptable to the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereofAgent) from the office of the secretary of the state of its incorporation or organization and state of each state in which it is qualified organization, dated not earlier than ten days prior to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereofClosing Date; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent or the Lenders may reasonably request; (j) The Administrative Agent shall have received for itself and for the Lenders the initial fees, if any, contemplated by Section 2.1 hereof; (k) The Borrower shall have Tangible Net Worth of not less than $125,000,000 on the Closing Date; (l) The commitments under the Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid or shall be paid with the proceeds of such initial Credit Event; and (om) The Borrower, the Administrative Agent and any Lender the lenders party thereto shall have received any information or materials reasonably required by entered into the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsThree Year Credit Agreement.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for received, a Note (or an amended and restated note, if applicable) payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent Borrower shall have received evidence made payment in full of insurance required to be maintained under the Loan DocumentsPrior Term Loans, including both the outstanding principal balance thereof and any accrued but unpaid interest thereon; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Asset Pool Property is qualified to do located where its ownership, lease or operation of properties or the conduct of its business as a foreign corporation or organizationrequires such qualification; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 2 hereof; (i) the capital Administrative Agent shall have received a Compliance Certificate showing pro forma compliance with the financial covenants contained in Section 8.20 after giving effect to the initial Loans with the inclusion of the Initial Unencumbered Asset Pool Properties, in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer; (j) since December 31, 2020, no material adverse change in the Lenders business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have received a Closing Date Borrowing Base Certificateoccurred; (k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or Permitted UAP Liens, as otherwise permitted by Section 8.8 hereofapplicable, under this Agreement; (l) the Administrative Agent shall have received a written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b); (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions certificates as the Administrative Agent may reasonably request; and; (o) each of the Administrative Agent and any Lender Lenders shall have received received, sufficiently in advance of the Closing Date, all documentation and other information requested by any information or materials reasonably such Lender required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any bank regulatory authorities under applicable “know your customer” or similar and anti-money laundering rules or and regulations, including without limitation, the Patriot Act including, without limitation, the information described in Section 13.24; and (p) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such LenderL▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof3.1; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien UCC searches against the with respect to Borrower, Whitestone REIT as debtor, and each Material Subsidiary evidencing the absence of Liens on its Property except UCC termination statements for any existing UCC financing statements that are not Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens; (lj) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent; (mk) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.23; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorits Subsidiaries; (nl) An executed closing Compliance Certificate with financial covenant calculations as of the Administrative Agent shall have received such other agreementsFiscal Quarter ended March 31, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request2025; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank (i) the Borrower, favorable written opinion of counsel to the Material Subsidiaries, as GuarantorsBorrower in form and substance satisfactory to the Agent and its counsel, and (ii) the Lendersclosing fee referred to in Section 3.1(c) hereof; (b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative The Agent shall have received copies for each Bank a list of resolutions of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the such other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeas any Bank may reasonably request; (f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks; (g) The Existing Credit Agreement shall have terminated and the Administrative Borrower shall have no further obligations thereunder (except obligations which by their terms survive the termination of the Existing Credit Agreement). (h) The Agent shall have received a list certificate by the chief financial officer, treasurer, vice president of finance or corporate controller of the Borrower’s Authorized Representatives; (h) , stating that on the Administrative Agent shall have received the date of such initial fees called for by Section 2.1 hereof; (i) the capital Credit Event no Default or Event of Default has occurred and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsis continuing.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders; (b) if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REITthe Borrower’s, the Borrower’s each Guarantor’s, and each Material Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary); (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower each Guarantor, and each Material Unencumbered Pool Property Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative AgentAgent (including, for the sake of clarity, the Lenders, and the L/C Issuerstructure of any Controlled Affiliate); (j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2017 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2017, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2018, December 31, 2019, and December 31, 2020, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent; (k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2017, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”) of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT, each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent; (l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Guarantor, and each Material Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof; (lm) the Administrative Agent shall have received a written opinion of D▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g); (no) the Administrative Agent shall have received such pay off and lien release letters from creditors of the Loan Parties (other agreementsthan Indebtedness intended to remain outstanding after the Closing Date and, instrumentsif secured, documentssecured by Liens permitted to remain outstanding by Sections 8.7) setting forth, certificatesamong other things, the total amount of indebtedness outstanding and opinions as owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent may reasonably requestUCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or Unencumbered Pool Property Subsidiary, which pay off and lien release letters shall be in form and substance acceptable to the Administrative Agent; and (op) the Administrative Agent and any each Lender shall have received any information or materials reasonably required requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received certified copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received certified copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2014 and the consolidated statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the Borrower’s projections for the following two Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iii) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Borrowing Base CertificateProperties, each in form and substance reasonably acceptable to the Administrative Agent; (k) intentionally omitted; (l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof; (lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g)(ii); (no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations.

Initial Credit Event. Before The effectiveness of this Agreement shall be subject to the satisfaction prior to or concurrently with on the initial Credit Eventdate of this Agreement, of the following conditions: (a) the The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderssigned on behalf of such party; (b) if If requested by any Lender, the Administrative Agent shall have received (i) for such Lender each Lender, such Lender’s duly executed Notes of Note and (ii) the Borrower Swing Line Lender’s duly executed Swing Line Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the The Administrative Agent shall have received evidence for each Lender the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrowers in form and substance satisfactory to the Administrative Agent and its counsel; (d) the The Administrative Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing for each Borrower (to the extent applicable), certified as of a date not earlier than 30 days prior to the Borrowerdate hereof by the Secretary of State of such party’s jurisdiction of organization and each Material Subsidiary’s (ii) certificate or articles of incorporation or formation, together with all amendments thereto, and bylaws (or comparable organizational documents) and any amendments thereto, for each Borrower, certified in each instance by its such party’s Secretary or an Assistant Secretary; (e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the behalf of such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the The Administrative Agent shall have received a list of the BorrowerCompany’s Authorized Representatives; (hg) the The Administrative Agent shall have received the initial fees called for required by Section 2.1 4.1(c) and 4.1(d) hereof; (h) The Existing Credit Agreement shall have been terminated and all amounts payable thereunder shall have been paid or shall be paid with the proceeds of the initial Credit Event; (i) Each of the capital representations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries warranties set forth in Section 7 hereof shall be satisfactory to the Administrative Agent, the Lenders, true and the L/C Issuer;correct in all material respects; and (j) All legal matters incident to the Lenders execution and delivery of the Loan Documents shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance be reasonably satisfactory to the Administrative Agent; Lenders. Each Lender that is also a “Lender” under the Existing Credit Agreement referenced in clause (mh) above, by its execution hereof, hereby waives any requirement under Section 3.7 of the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Existing Credit Agreement that the Borrower and each Guarantor; (n) Borrowers give prior notice of the Administrative Agent shall have received such other agreements, instruments, documents, certificatestermination of the “Revolving Credit Commitments” thereunder, and opinions agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Administrative Agent may reasonably request; and (o) Borrowers agree that the Administrative Agent Existing Credit Agreement shall terminate and any Lender all amounts payable thereunder shall have received any information or materials reasonably required by be due and payable on the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsdate hereof.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by Holdings, the Borrower, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders; (b) if requested by any LenderLender at least two (2) Business Days prior to the Closing Date, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes Revolving Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party, and including each Foreign Subsidiary of a Domestic Subsidiary (limited in the case of any first-tier Foreign Subsidiary to 65% of the Voting Stock and 100% of any other equity interests as provided in Section 13.01) as of the Closing Date; (ii) to the extent certificated, stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; (iii) UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and (iv) a duly completed and executed Perfection Certificate; (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and as an additional insured, as applicable; (de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors Secretary (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativecomparable Responsible Officer); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) the Administrative Agent shall have received each of the following, in each case (x) duly executed by all applicable parties, (y) dated a date satisfactory to Administrative Agent, and (z) in form and substance satisfactory to Administrative Agent: (i) this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the Lenders; (bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the relevant Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.11; (ciii) a Master Reaffirmation Agreement duly executed by the Administrative Agent shall have received U.S. Loan Parties and a Master Reaffirmation Agreement duly executed by the Canadian Loan Parties; (iv) evidence of insurance required to be maintained under the Loan Documents, naming Administrative Agent as lender’s loss payee and as an additional insured, as applicable; (dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer); (fvii) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gviii) the Administrative Agent shall have received a list of the each Borrower’s Authorized Representatives; (hix) the Administrative Agent shall have received a certificate as to each Borrower’s Designated Disbursement Account; (x) the initial fees called for by Section 2.1 hereof2.12; (xi) such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Loan Parties and their Subsidiaries, and the lack of material contingent liabilities of the Loan Parties and their Subsidiaries, including: (a) a certificate from a Responsible Officer of the U.S. Borrower certifying that (i) since December 31, 2015, no Material Adverse Effect has occurred, and (ii) the capital conditions set forth in Section 4.2 have been satisfied after giving effect to this Agreement and organizational structure of Whitestone REITCredit Events (if any) occurring on the Closing Date, the Borrower and its Subsidiaries shall be (b) evidence satisfactory to the Administrative Agent, Agent that the Lenders, Net Worth of Borrowers and their Subsidiaries as of the L/C IssuerClosing Date is not less than $102,000,000; (jxii) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received UCC and PPSA financing statement and, with respect to the U.S. Loan Parties, tax and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and Property of each Material Subsidiary Loan Party evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2; (lxiii) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryU.S. Loan Party, in form and substance reasonably satisfactory to the Administrative Agent; (mxiv) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 11.19 and forms or other information required by the Administrative Agent or any Lender pursuant to any Canadian AML Legislation; and Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 W‑9 for the Borrower and each Guarantor;Form W‑8 for Canadian Borrower; and (nxv) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and. (ob) The capital and organizational structure of the Loan Parties and their Subsidiaries shall be satisfactory to Administrative Agent Agent, the Lenders, and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsL/C Issuer.

Initial Credit Event. Before or concurrently with The obligation of each Lender and each L/C Issuer to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) the Administrative Agent shall have received this Agreement each of the following, in each case (x) duly executed by the Borrowerall applicable parties, the Material Subsidiaries, as Guarantors(y) dated a date satisfactory to Administrative Agent, and the Lenders(z) in form and substance satisfactory to Administrative Agent: (i) this Agreement; (bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10; (ciii) the Collateral Documents, together with, to the extent required pursuant to any Collateral Document, (A) original stock certificates or other similar instruments or securities representing all of the issued and outstanding equity interests in each applicable Subsidiary as of the Closing Date, (B) stock powers for the Collateral consisting of the equity interest in each Subsidiary executed in blank and undated, (C) UCC financing statements to be filed against Borrower and each applicable Subsidiary, as debtor, in favor of Administrative Agent shall have received Agent, as secured party, (D) patent, trademark, and copyright Collateral Documents, and (E) deposit account, securities account, and commodity account control agreements; (iv) evidence of insurance required to be maintained under the Loan Documents; (dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or Assistant Secretaryother director or officer; (evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and therebythereby and appointing authorized signatories to execute the Loan Documents to which it is a party on its behalf, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary or other Authorized Representativedirector or officer; (fvii) to the Administrative Agent shall have received extent applicable, copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office its jurisdiction of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gviii) the Administrative Agent shall have received a list of the Borrower▇▇▇▇▇▇▇▇’s Authorized Representatives; (hix) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof2.11; (ix) to the capital extent applicable, financing statement, tax, and organizational structure judgment lien search results against the Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material applicable Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2; (lxi) pay off and lien release letters from creditors of Borrower and each applicable Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower or any applicable Subsidiary) and containing an undertaking to cause to be delivered to Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower and each applicable Subsidiary; (xii) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower ▇▇▇▇▇▇▇▇ and each Material Guarantor (or with respect to any Loan Party that is a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent); (mxiii) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower; (nxiv) a solvency certificate in the Administrative Agent shall form of Exhibit I; (xv) a certificate, confirming that the conditions set forth in Section 4.2(a) and (b) below have received been satisfied; (xvi) financial information of Cartesian Growth Corporation, ▇▇▇▇▇▇▇▇▇ Wealth Management Holdings, LLC and its subsidiaries, TIG Trinity Management, LLC and its subsidiary, TIG Trinity GP, LLC and its subsidiaries, and Alvarium Investments Limited, as filed with the Securities and Exchange Commission on Form S-4; (xvii) a pro forma Compliance Certificate after giving effect to the Transactions; (xviii) a fully executed Beneficial Ownership Certification; and (xix) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and. (ob) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuers. (c) The SPAC Transaction shall have been, or will concurrently with the closing of this Agreement, be consummated in accordance with applicable law and on satisfactory terms in accordance with the Business Combination Agreement. (d) No provision of the Business Combination Agreement shall have been waived, amended, supplemented or otherwise modified without approval of the Lenders if such waiver, amendment or supplement would have a material adverse effect on the rights and remedies of the Lenders in respect of the Loan Documents. For the avoidance of doubt, any waiver or amendment to the definition of Material Adverse Effect in the Business Combination Agreement is deemed to have a material adverse effect for purposes of this clause (d). (e) Administrative Agent shall have received the initial fees called for by the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing. (f) Administrative Agent and any Lender its counsel shall have received any information or materials reasonably completed all legal, tax and regulatory due diligence, including all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsits sole discretion.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s 's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s's, the Borrower’s 's and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s 's Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;Borrower; and (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of ARC REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower and each other Guarantor); (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of ARC REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone ARC REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of ARC REIT and its Subsidiaries for the Fiscal Year ended December 31, 2013 and the consolidated statements of income, retained earnings, and cash flows of ARC REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of ARC REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2014, and the related consolidated statements of income, retained earnings and cash flows of ARC REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of the ARC REIT’s projections for the following three Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent; (k) since December 31, 2013, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred; (l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof; (lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g); (no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules or and regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant General Counsel, counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit C hereto; (b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or an Assistant Secretary; (d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 210(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative The Agent shall have received copies for each Bank a duly executed original of resolutions (i) this Agreement, (ii) a list of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board (iii) such other documents as the Agent may reasonably request on behalf of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeany Bank; (f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery, of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks; (g) the Administrative The Agent shall have received a list certificate by the chief financial officer or an assistant corporate controller of the Borrower’s Authorized Representatives, stating that on the date of such initial Credit Event no Default or Event of Default has occurred and is continuing, and that all representations and warranties set forth herein are true and correct as of such date; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative The Agent shall have received a written opinion duly executed original of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;Fee Letter; and (mi) the Administrative The Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for Compliance Certificate containing information as of the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreementslast day of September, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations1999.

Initial Credit Event. Before or concurrently with the initial first Credit Event: (a) the The Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenderseach Lender; (b) if requested by any Lender, the The Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Global General Counsel to the Borrower dated and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the date hereof Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and otherwise in compliance with the provisions of Section 1.10 hereof(iv) ▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ Lang LaSalle GmbH; (c) the The Administrative Agent shall have received evidence for each Lender copies of insurance required the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be maintained under true copies and an original extract of the Loan Documentscommercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) the The Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles Certificate of incorporation Incorporation and bylaws (or comparable organizational documentsequivalent) and any amendments theretoof each Guarantor, certified in each instance by its Secretary secretary or Assistant Secretaryan assistant secretary (or its equivalent); (e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’scopies, certified by the Borrower’s and each Material Subsidiary’s Board of Directors secretary or assistant secretary (or similar governing bodyits equivalent) of each Guarantor, of its board of directors’ resolutions (or its equivalent) authorizing the execution, delivery and performance execution of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeparty; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gh) The Administrative Agent shall have received to the extent requested by any Lender, such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11(d) hereof; (i) The Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (hj) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) The Administrative Agent and each Lender shall have received for each fiscal year of the Parent through the fiscal year ending December 31, 2017, a business plan showing in reasonable detail projected operating budgets, consolidated revenues, expenses, and balance sheets on an annual basis, such business plan to be in form and substance satisfactory to the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence Lender and shall include a summary of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofall assumptions made in preparing such business plan; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the The Administrative Agent and any each Lender shall have received any received, sufficiently in advance of the Effective Date, all documentation and other information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and (m) The Multicurrency Credit Agreement dated as of September 28, 2010 (as amended, the “Existing Credit Agreement”) among the Borrower, the Parent, the other Guarantors party thereto, the lenders party thereto and Bank of Montreal, as Administrative Agent, shall have terminated (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall have been paid or similar rules or regulationsshall be paid with the proceeds of the first Credit Event. Each Lender that is also a “Lender” under the Existing Credit Agreement, by its execution hereof, hereby waives any requirement under Section 1.13(a) of the Existing Credit Agreement that the Borrower give prior notice of the termination of the “Revolving Credit Commitments” thereunder, and agrees that such notice may be given on the same day as such termination is to be effective. In addition, such Lenders and the Borrower agree that the Existing Credit Agreement shall terminate (except as to any provisions thereof which are stated to survive such termination) and all amounts payable thereunder shall be due and payable on the Effective Date.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersAdministrative Agent: (i) this Agreement; (bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofNotes; (ciii) copies (executed or certified as may be appropriate) of resolutions of the Administrative Agent shall have received evidence Board of insurance required to be maintained under Directors or other governing body of Holdings and the Borrower authorizing the execution, delivery, and performance of the Loan Documents; (div) certificate of incorporation (or equivalent organizational document) of Holdings and the Borrower certified by the appropriate governmental office of the state of its organization; (v) by-laws (or equivalent organizational document) for Holdings and the Borrower certified by an appropriate officer of such Person acceptable to the Administrative Agent shall have received copies Agent; (vi) an incumbency certificate containing the name, title and genuine signature of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretaryAuthorized Representatives; (eA) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation audited financial statements of the transactions contemplated hereby Borrower (including balance sheets and therebystatements of income) for the fiscal years ended September 30, 2019, September 30, 2020 and September 30, 2021 together with specimen signatures FOCUS Part 2 of the persons authorized to execute such documents on Whitestone REIT’sBorrower for each month commencing October 31, the Borrower’s and each Material Subsidiary’s behalf2021 through August 31, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative2022; (fviii) the Administrative Agent shall have received copies of the certificates of good standing certificates for Whitestone REITHoldings and the Borrower, the Borrower and each Material Subsidiary (dated as of a date no earlier than 30 days prior to the date hereof) , from the office of the secretary of appropriate governmental offices in the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gix) the Administrative Agent shall have received a list each of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a received, sufficiently in advance of the Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement Date, all documentation and federal tax lien searches against the Borrowerother information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REITincluding without limitation, the Borrower Patriot Act and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) and, to the extent applicable, the Beneficial Ownership Certification for Holdings and the Borrower; (b) the Administrative Agent shall have received the favorable written opinion of counsel for the Borrower in form and each Guarantorsubstance reasonably satisfactory to the Administrative Agent and its counsel; (nc) the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Property of Holdings and the Borrower evidencing the absence of Liens on their Property except as permitted by Section 8.8 hereof or Liens to be discharged on or prior to the Initial Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received, for the ratable benefit of the Lenders, a non-refundable up-front fee equal to 0.15% of the Commitments in effect on the Closing Date; (e) the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower has directed the return of any margin calls from the Clearing Houses by deposit into the Settlement Account; (f) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Borrower shall have occurred since September 30, 2021; and (g) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, certificates and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes Note(s) of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Wholly-owned Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, ; (i) the LendersAdministrative Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate containing calculations of the Borrowing Base) in order to satisfy itself as to the financial condition of the Borrower and its Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrower and its Subsidiaries; (j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatepay-off and lien release letters from secured creditors of the Borrower and each of its Subsidiaries with respect to the Eligible Land setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any of its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent any lien release instruments necessary to release their Liens on the assets of the Borrower and each of its Subsidiaries, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT favorable written opinion of counsel to the Borrower and each Material Subsidiary evidencing Wholly-owned Subsidiary, in form and substance satisfactory to the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofAdministrative Agent; (l) the Administrative Agent and the Required Lenders shall have received a written opinion of counsel approved all documentation evidencing and subordinating the Subordinated Debt contemplated by the Offering Memorandum as permitted hereunder, and the Subordinated Debt contemplated by the Offering Memorandum shall have been funded in full pursuant to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;such documentation; and (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.9 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 3.1 hereof; (i) the capital Administrative Agent shall have received UCC searches with respect to Borrower as debtor and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerUCC termination statements for any existing UCC financing statements that are not Permitted Liens; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent; (mk) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.22; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;its Subsidiaries; and (nl) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent Lender shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent Lender shall have received for such Lender such Lender’s the Note duly executed Notes by Borrower dated as of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent Lender shall have received evidence of insurance required the Security Agreement duly executed by Borrower, together with UCC financing statements to be maintained under the filed against Borrower, as grantor, in favor of Lender, as secured party and any other Loan Documents, and other documentation requested by Lender in order to obtain and perfect its Liens on the collateral; (d) the Administrative Agent Lender shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretaryas being true, correct, and complete; (e) the Administrative Agent Lender shall have received copies of resolutions of Whitestone REIT’sBorrower, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Person’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativean officer of Borrower; (f) the Administrative Agent Lender shall have received copies a copy of the certificates a certificate of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary Secretary of the state State of the State of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent Lender shall have received a list evidence of the Borrower’s Authorized Representativesbinding coverage of the Insurance indicating Lender as a loss payee; (h) the Administrative Agent Lender shall have received the initial transaction fees called for by Section 2.1 hereof3.1; (i) Lender shall have received the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuerupfront closing fees called for by Section 3.2; (j) the Lenders Lender shall have received a Closing Date Borrowing Base Certificatesuch appraisals, evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of Borrower, and the lack of material contingent liabilities of Borrower; (k) the Administrative Agent Lender shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Borrower evidencing the absence of Liens on its Property the Collateral except for Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens; (l) the Administrative Agent Lender shall have received a written opinion copies of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;Management Agreements; and (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent Lender shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Lender may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material SubsidiariesGuarantors as of the Closing Date, as Guarantorsthe L/C Issuer, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.10; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer); (fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (g) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1; (i) the capital Administrative Agent shall have received all requested financial statements of the Loan Parties, each in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory substance reasonably acceptable to the Administrative Agent, the Lenders, and the L/C Issuer; (j) since December 31, 2023, no material adverse change in the Lenders business, financial condition, operations, performance or Properties of the Loan Parties, taken as a whole, shall have received a Closing Date Borrowing Base Certificateoccurred; (k) the Administrative Agent shall have received financing statement the Security Agreement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully Pledge Agreement duly executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance Loan Parties party thereto, together with (i) original stock certificates or other similar instruments or securities, if applicable, representing all of the Act (issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary as hereinafter defined) of the Closing Date, and (ii) any applicable “know your customer” stock powers, if applicable, executed in blank and undated for the Collateral consisting of the Stock or similar rules or regulations.other Equity Interest in each such Material Subsidiary;

Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre & ▇▇▇▇▇▇ LLP, counsel to Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lender’s duly executed Notes of other related matters as the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofAdministrative Agent may reasonably request; (cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fd) the The Administrative Agent shall have received copies for each Bank which has requested same such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (ge) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed original of counsel the Fee Letter; (h) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of February 28, 2010 (i) With respect to Whitestone REITall Indebtedness and other obligations, absolute or contingent, under the Borrower and credit facilities created by the following agreement, a payoff letter from each Material Subsidiary, lender or agent for a group of lenders in form and substance reasonably satisfactory to the Administrative Agent, together with such termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of such lenders securing such obligations which are to be paid off on the Effective Date as the Administrative Agent may reasonably request, duly executed and in form and substance reasonably satisfactory to the Administrative Agent party to that certain Credit Agreement among the Borrower, the financial institutions party thereto, as lenders, and The Royal Bank of Scotland plc, as administrative agent for such lenders, dated as of May 5, 2005, as amended from time to time; (j) During the period from December 31, 2009 to the Effective Date, neither Borrower nor any of its Subsidiaries have, except as specifically set forth on Schedule 6.1, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness; (k) The Borrower shall have provided a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) have been satisfied; (l) The Borrower shall have paid to each Bank the applicable fees for providing its Commitment under this Agreement; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (on) There has been no material adverse change in the Administrative Agent business, assets, operations, performance or condition, financial or otherwise, of Borrower and any Lender shall have received any information or materials reasonably required by its subsidiaries taken as a whole, since the Administrative Agent or such Lender in order to assist last day of the Administrative Agent or such Lender in maintaining compliance with (i) most recently audited financial year of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBorrower.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received, in each case solely to the extent required pursuant to Section 4, the Mortgages, Security Agreement, and Pledge Agreement duly executed by the Borrower and/or the applicable Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (65% of such capital stock in the case of any Foreign Subsidiary (other than CTS UK and CTS Japan Inc.) as provided in Section 4.1 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the pledged stock or other pledged equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Borrower and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent; (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee; (de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) Guarantor from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hi) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement an appraisal report prepared for the Administrative Agent by American Appraisals, which appraisal report describes the fair market value of the Currently Mortgaged Property and federal tax lien searches against otherwise meets the Borrowerrequirements of applicable law for appraisals prepared for federally insured depository institutions; (k) each Lender shall have received such certifications as it may reasonably require (including a compliance certificate in the form attached hereto as Exhibit F containing compliance calculations of the financial covenants as of March 31, Whitestone REIT 2003 and each Material Subsidiary evidencing EBITDA of not less than $32,000,000 for the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereoftwelve month period ending May 31, 2003); (l) the Administrative Agent shall have received Uniform Commercial Code, tax, and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (m) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Borrower and each Subsidiary that is not a Foreign Subsidiary (other than any secured creditors that hold indebtedness permitted under Section 8.7) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each such Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent; (n) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent; (mo) the Administrative Agent shall have received copies of the Subordinated Note Documents and a fully executed Internal Revenue Service Form W-9 for list of each Subordinated Noteholder together with its address at which notices under the Borrower and each Guarantor;Subordinated Note Documents may be delivered; and (np) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, Parent and the Material Subsidiaries, as Guarantors, and the Lenders;. (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REITthe Borrower’s, the BorrowerParent’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received copies of resolutions of Whitestone REITthe Borrower’s, the BorrowerParent’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REITthe Borrower’s, the BorrowerParent’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower Parent and each Material Subsidiary (dated no earlier than 30 forty-five (45) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is required to the qualified to do business as a foreign corporation or organizationorganization under Sections 6.1 or 6.2; (gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (hg) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (ji) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate; (kj) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against each Eligible Property of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for as Permitted Liens or as otherwise permitted by Section 8.8 hereof; (lk) the Administrative Agent shall have received a written opinion of counsel to Whitestone REITthe Borrower, the Borrower Parent and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (ml) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and each Guarantorany applicable attachments required by Section 12.1(b); (nm) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and; (on) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules and regulations; (o) the Administrative Agent shall have received pay-off and lien release letters (except with respect to any Permitted Liens) from secured creditors of the Borrower and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or regulationsoutstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent; (p) the secured creditors of the Borrower and each Subsidiary shall have deposited in escrow UCC termination statements and other lien release instruments necessary to release their Liens (other than Permitted Liens) on the assets of the Borrower and each Subsidiary; (q) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to it; and (r) the Alpine IPO shall have occurred.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this (i) the First Supplements to the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing duly executed by the Borrower, (ii) the Material SubsidiariesSecurity Agreement duly executed by the Borrower and each of its existing Subsidiaries as of the Closing Date, (iii) the Guaranties duly executed by Marketing, Inc. and Marketing GP and all existing Subsidiaries of the Borrower as of the Closing Date, if any, (iv) the Pledge Agreement duly executed by Marketing Inc., Marketing GP and all existing Subsidiaries of the Borrower as of the Closing Date, if any, together with (x) original stock certificates or other similar instruments or securities representing all of the issued and outstanding equity interests of Marketing Inc., Marketing GP and each Subsidiary of the Borrower as of the Closing Date, if any, (y) stock powers for the Collateral consisting of the stock or other equity interest in each of Marketing GP, Marketing Inc., the Borrower and each Subsidiary of the Borrower as of the Closing Date, if any, executed in blank and undated, (v) UCC financing statements to be filed against Marketing GP, Marketing Inc., the Borrower and each Subsidiary of the Borrower as of the Closing Date, if any, each as debtor, in favor of the Administrative Agent, as Guarantorssecured party, (vi) patent, trademark, and copyright collateral agreements, to the Lendersextent requested by the Administrative Agent, and (vii) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan DocumentsDocuments including, without limitation, environmental insurance, naming the Administrative Agent as mortgagee and lender loss payee; (dc) the Administrative Agent shall have received for each Lender copies of Whitestone REITthe Borrower’s, the BorrowerMarketing Inc.’s and each Material SubsidiaryMarketing GP’s certificate of limited partnership agreement, certificate formation operating agreement, articles of incorporation and bylaws bylaws, as applicable (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REITthe Borrower’s, the BorrowerMarketing Inc.’s and each Material SubsidiaryMarketing GP’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REITthe Borrower’s, the BorrowerHoldings’, Marketing Inc.’s and each Material SubsidiaryMarketing GP’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REITthe Borrower, the Borrower Marketing Inc. and each Material Subsidiary Marketing GP (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization organization, as applicable, and of each state in which it is qualified to do business as a foreign partnership corporation or organization; (f) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized RepresentativesLenders the initial fees called for by Section 2.12 hereof; (h) the Administrative Agent shall have received unaudited monthly financial statements of the initial fees called Borrower and its Subsidiaries (including an income statement, a balance sheet, and a cash flow statement) for by Section 2.1 hereofeach month through October 31, 2007; (i) all legal, tax and regulatory matters relating to the capital Revolving Credit and organizational structure of Whitestone REIT, any transactions financed with the Borrower and its Subsidiaries proceeds thereof shall be satisfactory to the Administrative Agent, the Agent and Lenders, and the L/C Issuer; (j) the Administrative Agent and Lenders shall have received a Closing Date Borrowing Base Certificatesatisfactorily completed their due diligence with respect to the Borrower and the Guarantors; (k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the BorrowerProperty of the Borrower and the Guarantors, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens; (l) as of the Closing Date, each of the operating deposit accounts of the Borrower (other than local p▇▇▇▇ cash deposit accounts, payroll accounts and broker accounts described in clause (ii) of the proviso to Section 4.1 hereof) shall be maintained with the Administrative Agent shall or at other financial institutions reasonably acceptable to the Administrative Agent which have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, entered into account control agreements in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for certified true, correct and complete copy of (i) the Borrower Refining Marketing Agreement which has termination provisions acceptable to the Administrative Agent and a maturity date of no earlier than December 31, 2012 and (ii) each Guarantorof the MAPCO Services Agreement and the Refining Operating Agreement which have maturity dates and termination provisions acceptable to the Administrative Agent; (n) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Borrower or any of its Subsidiaries and any Guarantor from that reflected in the December 31, 2006 financial statements previously delivered to the Administrative Agent shall have occurred; (o) the Administrative Agent shall have received for each Lender the favorable written opinions of counsel to the Borrower and each Guarantor in form and substance satisfactory to the Administrative Agent; and (p) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, Borrowers and the Material Company and its Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the each Borrower’s 's and each Material Subsidiary’s Guarantor's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the each Borrower’s 's and each Material Subsidiary’s Guarantor's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s 's and each Material Subsidiary’s Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the each Borrower and each Material Subsidiary to the extent applicable (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and organization; (f) the Administrative Agent shall have received for each Lender a list of each state in which it is qualified to do business as a foreign corporation or organizationthe Borrowers' Authorized Representatives; (g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof; (ih) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the capital and organizational structure financial condition of Whitestone REIT, the each Borrower and its Subsidiaries shall be satisfactory to Subsidiaries, and the lack of material contingent liabilities of each Borrower and its Subsidiaries; (i) The Credit Agreement dated as of October 31, 2003 among the Company, the lenders party thereto, and Harris N.A., as Administrative Agent, shall have terminated and all ▇▇▇▇▇▇▇ ▇▇▇able thereunder shall have been paid or shall be paid with the Lenders, and proceeds of the L/C Issuerinitial Credit Event; (j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;for each Lender the favorable written opinion of counsel to the Company and each Guarantor, in form and substance satisfactory to the Administrative Agent and its counsel; and (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and provided that the conditions precedent listed in clauses (oc) and (d) above shall be met upon delivery of such documents with respect to the Company and each Guarantor, it being understood that no Borrower (other than the Company) may request a Loan hereunder until such time as such Borrower shall deliver to the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance documents complying with clauses (i) the Act (as hereinafter definedc) and (iid) above with respect to itself. Each Lender that is also a lender under the credit agreement referenced in clause (i), by its execution hereof, hereby waives any applicable “know your customer” or similar rules or regulationsrequirement under such agreement that the Company give prior notice of the termination of the commitments thereunder, and agrees that such notice may be given on the same day as such termination is to be effective. In addition, as such Lenders constitute the "Required Lenders" under such credit agreement, such Lenders and the Company agree that such credit agreement shall terminate and all amounts payable thereunder shall be due and payable on the date hereof.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerParent, the Material SubsidiariesBorrowing Subsidiary, as the initial Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Revolving Notes of the Borrower Parent and, in the case of the Term B Notes, the Borrowing Subsidiary dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws of the Parent, the Borrowing Subsidiary, and the initial Guarantors (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors of the Parent, the Borrowing Subsidiary, and the initial Guarantors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s its behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REITthe Parent, certificates of compliance for the Borrower Borrowing Subsidiary, and each Material Subsidiary the substantive equivalent certificates for the initial Guarantors (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (f) the Administrative Agent shall have received for each Lender a list of the Parent's Authorized Representatives; (g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof; (ih) the capital and organizational structure of Whitestone REIT, the Borrower Parent and its Subsidiaries shall be satisfactory to the Administrative Agent, Agent and the Lenders, and including, without limitation, evidence that the L/C IssuerParent's Net Worth as of the Closing Date, after giving effect to the initial advances under the Credits, is not less than $29,188,000; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (ki) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the BorrowerProperty of the Parent, Whitestone REIT the Borrowing Subsidiary, and each Material Subsidiary the initial Guarantors and of Boomerang and its Subsidiaries (if any) evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (j) the Administrative Agent shall have received a copy of the executed Combination Agreement which shall in form and substance reasonably acceptable to the Administrative Agent; (k) other than the funding of the Term Loans, all conditions to the Borrowing Subsidiary acquiring not less than 95% of the capital stock of Boomerang pursuant to the Combination Agreement shall have been satisfied and the Administrative Agent shall have received such evidence thereof as it shall reasonably request; (l) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower Parent and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;; and (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Loan Parties and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for each Lender requesting Notes, such Lender such Lender▇▇▇▇▇▇’s duly executed Notes of the Borrower Borrower, dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d); (c) the Administrative Agent shall have received evidence (i) with respect to each applicable Loan Party, as and to the extent applicable, the Security Agreement (or any joinder thereto) duly executed by the Loan Parties, together with (A) original stock certificates or other similar instruments representing all of insurance required the issued and outstanding Ownership Interests in the Borrower and each Subsidiary as of the Restatement Effective Date, to the extent such interests are certificated, (B) stock powers or similar transfer powers executed in blank and undated for the Collateral consisting of the Ownership Interests in the Borrower and each Subsidiary to the extent applicable, (C) with respect to any applicable Loan Party, to the extent not previously completed and filed, UCC financing statements to be maintained under filed against the Loan DocumentsParties, as debtors, in favor of the Administrative Agent, as secured party, (D) patent, trademark, and copyright collateral agreements, to the extent requested by the Administrative Agent, and (E) the Reaffirmation Agreement duly executed by the Loan Parties; and (ii) a duly completed and executed Perfection Certificate; (d) the Administrative Agent shall have received the Surety Intercreditor Agreement duly executed by the Bonding Company and the other parties thereto, together with copies of Whitestone REIT’s, the Bonding Agreements in effect on the Restatement Effective Date certified by a Duly Authorized Officer of the Borrower’s , which documents, including the aggregate bonding availability thereunder, shall be in form and each Material Subsidiary’s articles of incorporation substance reasonably satisfactory to the Administrative Agent or; as to any Surety Intercreditor Agreement and bylaws (Bonding Agreement which would otherwise be delivered with such certificate, a certification that the same has not been amended, modified, revoked or comparable organizational documents) otherwise altered since its delivery to the Administrative Agent on the Original Closing Date, except to add ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC as an indemnitor under the Bonding Agreement in connection with the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Acquisition, and any amendments thereto, certified otherwise remains in each instance by its Secretary or Assistant Secretaryforce; (e) the Administrative Agent shall have received evidence that the outstanding principal balance and all other Obligations arising under or pursuant to the Existing Term Loans shall have been repaid in full; (f) the Administrative Agent shall have received copies of each Loan Party’s Organization Documents, certified in each instance by a Duly Authorized Officer and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority, or, as to any Organization Documents which would otherwise be delivered with such certificate, a certification that the same has not been amended, modified, revoked or otherwise altered since its delivery to the Administrative Agent on the Original Closing Date and otherwise remains in force; (g) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Loan Party’s and each Material Subsidiary’s Board board of Directors directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other a Duly Authorized RepresentativeOfficer; (fh) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 thirty (30) days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organizationapplicable; (gi) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (hj) the Administrative Agent shall have received for itself and for the initial Lenders the fees called for required by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate2.13; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against certification from the Borrower, Whitestone REIT and each Material Subsidiary evidencing ’s Chief Financial Officer or other Duly Authorized Officer of the absence Borrower acceptable to the Administrative Agent of Liens the Solvency of the Loan Parties on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofa consolidated basis after giving effect to the Credit Event on the Restatement Effective Date; (l) the Administrative Agent shall have received a written opinion received: (i) an executed compliance certificate from the Borrower’s Chief Financial Officer or other Duly Authorized Officer of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory acceptable to the Administrative AgentAgent in the form of Exhibit E, calculated based on Borrower’s financial conditions as of March 31, 2023, which compliance certificate shall certify on the Restatement Effective Date no Material Adverse Effect has occurred; and (ii) unaudited historical quarterly financial statements for Parent and its Subsidiaries for the quarter ended March 31, 2023; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 financing statement and, as appropriate, tax and judgment lien search results against the Loan Parties, and their Property evidencing the absence of Liens thereon, except for the Borrower and each GuarantorPermitted Liens; (n) All existing Indebtedness of the Borrower and its Subsidiaries other than permitted Indebtedness under Section 6.11 of this Agreement shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such other agreementsrepayment, instruments, documents, certificates, termination and opinions as the Administrative Agent may reasonably request; andrelease; (o) [reserved]; (p) the Administrative Agent Agent’s due diligence with respect to the Loan Parties and any Lender their Subsidiaries, if any, shall be completed in a manner reasonably acceptable to the Administrative Agent; (q) each of the Lenders shall have received received, sufficiently in advance of the Restatement Effective Date, all documentation and other information requested by any information or materials reasonably such Lender required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and the Administrative Agent shall have received a fully executed IRS Form W-9 (or similar rules its equivalent) for each of the Loan Parties; (r) none of the Loan Parties nor any of their Subsidiaries, if any, shall have obtained or regulations.attempted to obtain, place, arrange or renew any debt financing, except as otherwise permitted by Section 6.11, prior to the Restatement Effective Date and during the Lead Arranger’s and the Administrative Agent’s syndication of the credit facilities made available to the Borrower hereunder;

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank the favorable written opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Borrower, and (ii) General Counsel to the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofBorrower; (cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’sBorrower's (i) Articles of Incorporation, the Borrower’s together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Secretary; (d) The Administrative Agent shall have received for each Bank such Bank's duly executed Note of Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof; (e) The Administrative Agent shall have received for each Bank a duly executed original of (i) this Agreement, and (ii) a list of Borrower's Authorized RepresentativeRepresentatives; (f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks; (g) the The Administrative Agent shall have received a list duly executed original of the Borrower’s Authorized RepresentativesFee Letter; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel to Whitestone REITJune 30, 2002; (i) With the exception of the $75,000,000 First Mortgage Bonds issued by BHP, neither Borrower and each Material Subsidiarynor any of its Subsidiaries shall have, in form and substance reasonably satisfactory during the period from July 1, 2002 to the Administrative AgentEffective Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness; (j) The Borrower shall have provided a certificate stating that the conditions set forth precedent set forth in this Section 6.1 have been satisfied; (k) The Borrower shall have converted, continued or repaid each Loan previously outstanding so that the Effective Date is the first day of an Interest Period for all outstanding Loans; and (l) The Borrower shall have paid to each Bank the applicable fees for providing its Commitment under this Agreement; and (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank the favorable written opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Borrower, and (ii) General Counsel to the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofBorrower; (cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fd) the The Administrative Agent shall have received copies for each Bank such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (ge) the The Administrative Agent shall have received for each Bank a duly executed original of (i) this Agreement, (ii) the amendment to the Related Credit Agreement, and (iii) a list of the Borrower’s Authorized Representatives; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of both the initial fees called for by Section 2.1 hereof; (i) Credit Documents and the capital and organizational structure of Whitestone REIT, amendment to the Borrower and its Subsidiaries Related Credit Agreement shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed original of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative AgentFee Letter; (mh) the The Administrative Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorCompliance Certificate containing financial information as of March 31, 2004; (ni) Neither Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2003 to the Effective Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness; (j) The Borrower shall have provided a certificate stating that (i) the 3 Year Credit Agreement dated as of August 28, 2001 among the Borrower, ABN AMRO Bank N.V., as Administrative Agent, and the financial institutions party thereto has been terminated, and (ii) the conditions precedent set forth in this Section 6.1 have been satisfied; and (k) The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantorseach Guarantor, and the Lenders; (b) if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received for received, a Note payable to such Lender such Lender’s and duly executed Notes of by the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REITthe Borrower’s, the Borrower’s each Guarantor’s, and each Material Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary); (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Borrower, the Borrower each Guarantor, and each Material Unencumbered Pool Property Subsidiary (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Unencumbered Pool Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative AgentAgent (including, for the sake of clarity, the Lenders, and the L/C Issuerstructure of any Controlled Affiliate); (j) the Lenders Administrative Agent shall have received (i) a Closing Date Borrowing Base Certificatecopy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2017 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended September 30, 2017, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2018, December 31, 2019, and December 31, 2020, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Initial Unencumbered Pool Properties, each in form and substance reasonably acceptable to the Administrative Agent; (k) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2017, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”) of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT, each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent; (l) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT each Guarantor, and each Material Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof; (lm) the Administrative Agent shall have received a written opinion of Du▇▇▇ ▇▇▇▇▇▇ ▇LP, counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g); (no) the Administrative Agent shall have received such pay off and lien release letters from creditors of the Loan Parties (other agreementsthan Indebtedness intended to remain outstanding after the Closing Date and, instrumentsif secured, documentssecured by Liens permitted to remain outstanding by Sections 8.7) setting forth, certificatesamong other things, the total amount of indebtedness outstanding and opinions as owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent may reasonably requestUCC termination statements and any other lien release instruments necessary to release their Liens on the assets of any Loan Party or Unencumbered Pool Property Subsidiary, which pay off and lien release letters shall be in form and substance acceptable to the Administrative Agent; and (op) the Administrative Agent and any each Lender shall have received any information or materials reasonably required requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative The Agent shall have received for such Lender such Lender’s duly executed Notes each Bank the favorable written opinion of Sidley & Austin, counsel to the Borrower and Guarantors, in substantially the form attached hereto as Exhibit F, (b) The Agent shall have received for each Bank copies of (i) the most recent restatement in full of the Borrower dated certificate of incorporation, together with all subsequent amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than twenty days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and otherwise (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in compliance with the provisions of Section 1.10 hereofeach instance by its Secretary or an Assistant Secretary; (c) the Administrative The Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received receive for each Bank copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles Guarantor's Certificate of incorporation Incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative The Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s Guarantor's Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's or such Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (e) The Agent shall have received (i) for each Bank such Bank's duly executed Committed Revolving Loan Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 3.5 hereof and (ii) for Firstar the duly executed Swing Line Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 3.5 hereof; (f) the Administrative The Agent shall have received copies (i) an Application relating to the issuance by the Issuing Bank of a Standby Letter of Credit in favor of Harr▇▇ ▇▇▇st and Savings Bank ("Harr▇▇") ▇nd (ii) evidence of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office termination of the secretary of Multicurrency Credit Agreement dated December 6, 1995 among the state of its incorporation or organization Borrower, certain other parties and of each state in which it is qualified to do business as a foreign corporation or organizationHarr▇▇; (g) the Administrative The Agent shall have received for each Bank a list of the Borrower’s 's Authorized Representatives; (h) the Administrative The Agent shall have received the initial fees called for by Section 2.1 hereof; each Bank (i) a copy of recent drafts of the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) principal Mark ▇▇ ▇▇▇uisition Documents and (ii) any applicable “know your customer” or similar rules or regulations.a certificate by the Chief Financial Officer of the Borrower stating that all of the conditions set forth in Sections 3.02 and 3.04 and Article 10 of the Purchase

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Domestic Subsidiaries (other than Excluded Subsidiaries), as Guarantors, the L/C Issuer, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or comparable Responsible Officer); (ed) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryLoan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativecomparable Responsible Officer); (fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gf) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (g) the Administrative Agent shall have received a certificate as to the Borrower’s Designated Disbursement Account; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof3.1; (i) the capital each Lender shall have received (i) three-year projected financial statements in form and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory substance reasonably acceptable to the Administrative Agent, Agent and certified to by a Financial Officer of the LendersBorrower, and (ii) a certificate from a Responsible Officer of the L/C IssuerBorrower certifying that since December 31, 2013, no Material Adverse Effect has occurred; (j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatefinancing statement, tax, and judgment lien search results against each Loan Party and its Property evidencing the absence of Liens thereon except as permitted by Section 8.8; (k) the Administrative Agent shall have received financing statement pay-off and federal tax lien searches against release letters from secured creditors of the BorrowerLoan Parties, Whitestone REIT if any (other than secured parties intended to remain outstanding after the Closing Date with Indebtedness and each Material Subsidiary evidencing Liens permitted by Sections 8.7 and 8.8) setting forth, among other things, the absence total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or its Subsidiaries) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on its Property except for Permitted Liens the assets of any Loan Party or as otherwise permitted by Section 8.8 hereofany Subsidiary of a Loan Party, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (l) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryLoan Party, in form and substance reasonably satisfactory to the Administrative Agent; (m) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.19; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantor;other Loan Party (other than Envestnet Institute, Inc.); and (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes Note(s) of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Wholly-owned Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Wholly-owned Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, ; (i) the LendersAdministrative Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate containing calculations of the Borrowing Base) in order to satisfy itself as to the financial condition of the Borrower and its Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrower and its Subsidiaries; (j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;the favorable written opinion of counsel to the Borrower and each Wholly-owned Subsidiary, in form and substance satisfactory to the Administrative Agent; and (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date: (a) the Administrative Agent shall have received (i) this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors and the Lenders; , (bii) if requested [reserved], and (iii) the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by any Lenderthe Borrowers and the Guarantors and, in connection with this clause (iii), the Administrative Agent shall have received certificates, if any, representing Ownership Interests constituting collateral referred to therein accompanied by undated stock powers executed in blank and the instruments, if any, evidencing pledged Indebtedness indorsed in blank (or arrangements satisfactory to the Administrative Agent for the delivery of such certificates, powers and instruments shall have been made), and proper financing statements (including transmitting utility financing statements, if appropriate) in form appropriate for filing under the Uniform Commercial Code of all states of incorporation or organization in order to perfect the Liens created under the Security Agreement; (b) the Administrative Agent shall have received for each Lender requesting a Note, such Lender▇▇▇▇▇▇’s duly executed Notes Note of the Borrower Borrowers, dated the date hereof Effective Date and otherwise in compliance with the provisions of Section 1.10 hereof2.12(d); (c) substantially concurrently with the Borrowing of the Loans under this Agreement on the Effective Date, all of the Indebtedness of the Loan Parties under the Prior Credit Agreement shall have been repaid in full, all commitments relating thereto shall have been terminated and all liens or security interests related thereto shall have been terminated or released, in each case on terms reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall have received and be reasonably satisfied with a fully-executed and customary payoff letter in connection therewith (which payoff letter shall, without limitation, bind the administrative agent under the Prior Credit Agreement to execute and deliver such mortgage releases or other documents as may be reasonably necessary to effectuate the release of liens provided for under such letter); (d) Subject to Section 6.24, the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) , naming the Administrative Agent shall have received copies of Whitestone REIT’sas additional insured, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments theretomortgagee and/or lenders loss payee, certified in each instance by its Secretary or Assistant Secretaryas applicable; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s, if any, Organization Documents, certified in each instance by its Secretary, Assistant Secretary, Chief Financial Officer or other officer acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority; (f) the Administrative Agent shall have received copies of resolutions of each Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Secretary, Assistant Secretary Secretary, Chief Financial Officer or other Authorized Representativeofficer acceptable to the Administrative Agent; (fg) the Administrative Agent shall have received copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereofEffective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization and of each state in which it is qualified to do business organization, as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representativesapplicable; (h) the Administrative Agent shall have received for itself and for the Lenders the upfront fees then due and the other initial fees called for required by Section 2.1 hereof2.13; (i) the capital and organizational structure Administrative Agent shall have received certification from the General Partner’s Chief Financial Officer on behalf of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory Borrowers’ Agent or other officer of the Borrowers’ Agent acceptable to the Administrative Agent, Agent attesting to the Lenders, and Solvency of the L/C IssuerConsolidated Group on a consolidated basis after giving effect to the initial Credit Event; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate[reserved]; (k) [reserved] (l) [reserved]; (m) [reserved]; (n) [reserved]; (o) [reserved]; (p) no injunction, temporary restraining order or other legal action would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the General Partner, and the Borrowers, threatened; (q) [reserved]; (r) [reserved]; (s) the Administrative Agent shall have received financing statement statement, tax and federal tax judgment lien searches search results against the BorrowerBorrowers, Whitestone REIT the Guarantors and each Material Subsidiary their Properties, evidencing the absence of Liens on its Property against such Persons and their Properties, except for Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens; (lt) [reserved]; (u) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the General Partner certifying (i) that the conditions specified in Section 3.1 have been satisfied, (ii) since December 31, 2025, there has been no material adverse change in the business, condition (financial or otherwise) operations, performance, or Properties of the Borrower or any of its Subsidiaries, (iii) there is no injunction, temporary restraining order or other legal action that would prohibit the initial Credit Event, and (iv) at all times on the Effective Date, Holdings directly or indirectly owns legally and beneficially at least 51% of the limited partnership interests of the MLP; (v) [reserved]; (w) the Administrative Agent shall have received the favorable written opinion opinion(s) of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to Whitestone REIT, the Borrower Borrowers and each Material Subsidiarythe Guarantors, in form and substance reasonably satisfactory to the Administrative Agent, including a New York law opinion and a local Texas opinion; (mx) [reserved]; (y) [reserved]; (z) [reserved]; (aa) to the extent requested at least five (5) Business Days prior to the Effective Date, the Administrative Agent shall have received received, sufficiently in advance of the Effective Date, a fully executed Internal Revenue Service IRS Form W-9 (or its equivalent) for the each Borrower and each Guarantor; (nbb) to the extent request at least ten (10) Business Days prior to the Effective Date, the Administrative Agent and each Lender shall have received, at least five (5) Business Days prior to the Effective Date, to the extent any Borrower qualifies as a “legal entity customer,” an executed Certificate of Beneficial Ownership, and such other documentation and other information requested in connection with applicable “know your customer” provisions of Anti-Money Laundering Laws; and (cc) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative DIP Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Guarantors and the Lenders; (b) if requested by any Lender, the Administrative DIP Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative DIP Agent shall have received (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of the Debtors (65% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.1 hereof) as of the Closing Date, and (ii) patent, trademark, and copyright collateral agreements to the extent requested by the DIP Agent or the Lenders, which are reasonably satisfactory in form and substance to the DIP Agent and the Lenders; (d) the DIP Agent and the Lenders shall have received evidence of insurance required coverage (which shall be satisfactory to be maintained under the Loan DocumentsDIP Agent and the Lenders), showing the DIP Agent as mortgagee’s and lender’s loss payee thereunder with respect to its interests as to casualty and business interruption insurance and reflecting all affirmative coverage requested by the DIP Agent and the Lenders for the protection of their interests; (de) the Administrative DIP Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ef) the Administrative DIP Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fg) the Administrative DIP Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and and, to the extent available on the Closing Date, of each state in which it is qualified to do business as a foreign corporation or organization; (gh) the Administrative DIP Agent shall have received a list of the Borrower’s Authorized Representatives; (hi) the Administrative DIP Agent shall have received the initial fees called for by Section 2.1 hereof; (ij) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative DIP Agent, the Lenders, and the L/C Issuer; (jk) each Lender and the Lenders L/C Issuer shall have received such evaluations and certifications as it may reasonably require (including a Closing Date Borrowing Base Certificate; (kCertificate containing calculations of the Borrowing Base after giving effect to the repurchase and termination of the Fairway Receivables Securitization Program) in order to satisfy itself as to the Administrative Agent shall have received financing statement value of the Collateral, the financial condition of the Borrower and federal tax lien searches against its Subsidiaries, and the Borrower, Whitestone REIT lack of material contingent liabilities of the Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofSubsidiaries; (l) (i) execution and delivery by the Administrative Borrower and the Pilgrim’s Pride Funding Corporation of a receivables purchase and reassignment agreement with BMO Capital Markets Corp. which shall provide for the payment of all non-contingent amounts owing under the Fairway Receivables Securitization Program, and (ii) repurchase and termination of the outstanding Fairway Receivables Securitization Program, evidenced by such receivables purchase and reassignment agreement, which shall be in form and substance reasonably acceptable to the DIP Agent and BMO Capital Markets Corp., with the proceeds of the initial advance under the DIP Credit being advanced by the Borrower to or for the account of the Pilgrim’s Pride Funding Corporation, with all Transferred Receivables (as such term is defined in the Receivables Purchase Agreement), and related receivable assets being simultaneously re-conveyed by the “Purchasers” party to the Receivables Purchase Agreement to Pilgrim’s Pride Funding Corporation and by Pilgrim’s Pride Funding Corporation to the originating sellers so long as such party is a Debtor (all such receivables and related assets to constitute Collateral hereunder) as contemplated by such receivables purchase and reassignment agreement; (m) the Interim Financing Order in the form of Exhibit C hereto after notice given and a hearing conducted in accordance with Bankruptcy Rule 4001(c) shall have been entered by the Bankruptcy Court and shall not have been amended, reversed, stayed, vacated, reversed or modified (in the case of an amendment or modification in a manner which materially and adversely affects the rights of the Lenders or the DIP Agent and which amendment or modification is not acceptable to the Required Lenders); (n) a cash management order in the form of Exhibit I hereto, including procedures requiring all proceeds of Collateral and all revenues, income and cash flow of the Borrower and the Guarantors to be deposited in a Collection Account or such other arrangement as is acceptable to the DIP Agent such that the DIP Agent attains exclusive dominion and control of such accounts and proceeds of collection deposited therein, shall have been entered by the Bankruptcy Court and shall not have been amended, stayed, vacated, reversed or modified (in the case of an amendment or modification in a manner which materially and adversely affects the rights of the Lenders or the DIP Agent and which amendment or modification is not acceptable to the Required Lenders); (o) receipt by the DIP Agent and the Lenders of the Budget, in form and substance satisfactory to the DIP Agent and the Lenders, including itemization on a weekly basis of all material expenditures proposed to be made during the first 13 weeks; (p) no trustee, or other disinterested Person with expanded powers pursuant to Section 1104(c) of the Bankruptcy Code, shall have been appointed or designated with respect to any Debtor or its respective business, assets or Properties, including, without limitation the Collateral, no order shall be entered appointing such a trustee or other disinterested Person and no motion by or supported by the Debtors shall be pending seeking such relief; (q) simultaneously with the initial Credit Event, the Borrower shall reimburse the Pre-Petition BMO Agent and the Pre-Petition BMO Lenders for all fees and expenses incurred by them, including the reasonable fees and expenses of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP’s local counsel, M▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP and FTI Consulting, Inc., in connection with the Pre-Petition BMO Credit Agreement and the transactions contemplated hereby for which the Borrower has received an invoice; (r) simultaneously with the initial Credit Event, the Borrower shall pay the reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP’s local counsel, M▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP and FTI Consulting, Inc.) incurred by the Lenders and the DIP Agent in connection with this Agreement and the transaction contemplated hereby for which the Borrower has received an invoice; (s) the DIP Agent’s Liens in the Collateral shall be perfected first priority Liens and the Collateral shall be free and clear of all other Liens except Permitted Liens; (t) the DIP Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, Debtors in form and substance reasonably satisfactory to the Administrative AgentDIP Agent and the Lenders; (mu) the Administrative DIP Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower; (nv) the Administrative Borrower shall have engaged W▇▇▇▇▇▇ ▇▇▇▇▇▇, or another chief restructuring officer acceptable to the Required Lenders, and the scope of the chief restructuring officer’s engagement and the authority granted to such chief restructuring officer must be reasonably satisfactory to the Required Lenders (it being understood that the scope of the engagement of and authority granted to W▇▇▇▇▇▇ ▇▇▇▇▇▇ is acceptable); and (w) the DIP Agent and the Lenders shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative DIP Agent and Lenders may reasonably request; and (o) request and which are reasonably satisfactory in form and substance to the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsLenders.

Initial Credit Event. Before On or concurrently with before the initial Credit EventRestatement Effective Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request; (b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel June 30, 2016 (stating a Consolidated Indebtedness to Whitestone REITCapitalization Ratio in accordance with Section 7.17 hereof); (h) During the period from December 31, 2015 to the Restatement Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than $250 million 2.500% Senior Notes due 2019 and $300 million 3.950% Senior Notes due 2026 issued on January 13, 2016 pursuant to that certain Indenture, dated May 21, 2003, between the Borrower and each Material Subsidiary▇▇▇▇▇ Fargo Bank, in form National Association, as trustee (as amended and substance reasonably satisfactory supplemented from time to time); (i) The Borrower shall have provided to the Administrative AgentAgent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied; (mj) the Administrative Agent The Borrower shall have received a fully executed Internal Revenue Service Form W-9 for prepaid the Borrower and each Guarantor;Existing Loans in an amount such that after giving effect thereto, the outstanding aggregate principal amount of the Existing Loans immediately prior to the Restatement Effective Date is $100,000,000; and (nk) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit EventEffective Date: (a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrowerfavorable written opinion of McGuireWoods, LLP, counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit C hereto; (b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or an Assistant Secretary; (d) The Agent shall have received for each Bank that has requested one, such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative The Agent shall have received copies for each Bank a duly executed original of resolutions (i) this Agreement, (ii) a list of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board (iii) such other documents as the Agent may reasonably request on behalf of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeany Bank; (f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery, of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organizationBanks; (g) the Administrative The Agent shall have received a list certificate by the chief financial officer of the Borrower’s Authorized Representatives, stating that on the Effective Date no Default or Event of Default has occurred and is continuing, that all representations and warranties set forth herein are true and correct as of such date, and that the Existing Credit Agreements have been terminated; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative The Agent shall have received a written opinion duly executed original of counsel to Whitestone REITthe Fee Letter together with any fees then payable thereunder, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;Bank shall have received its participation fee; and (mi) the Administrative The Agent shall have received a fully duly executed Internal Revenue Service Form W-9 for Compliance Certificate containing information as of the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreementslast day of December, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations2003.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by for each Bank the favorable written opinions of Free▇▇▇▇ & ▇ete▇▇, ▇▇unsel to the Borrower, in substantially the Material Subsidiaries, form attached hereto as Guarantors, and the LendersExhibit G; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank copies of the Borrower dated the date hereof and otherwise in compliance with the provisions Borrower's Certificate of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation Incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ec) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fd) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which the State of Illinois where it is qualified to do business as a foreign corporation or organizationcorporation; (e) the Agent shall have received for each Bank such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.17 hereof; (f) the Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received Banks the initial fees fees, if any, called for by Section 2.1 hereof; (ih) the capital and organizational structure Agent shall have received from the Borrower evidence that the Credit Agreement dated as of Whitestone REITNovember 10, 1995 between the Borrower and its Subsidiaries the lenders party thereto has been terminated and, in the case of any loans or letters of credit outstanding thereunder, all such loans have been or will be repaid in full and all such letters of credit shall be terminated on or prior to the initial Borrowing hereunder; and (i) all legal matters incident to the execution and delivery of the Loan Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBanks.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) The Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (bi) if requested by any for each Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower Revolving Credit Note dated the date hereof and otherwise in compliance with the provisions of Section 1.10 3.3(a) hereof and (ii) ▇▇▇▇▇▇’ duly executed Swing Line Note of the Borrower dated the date hereof; (c) the The Administrative Agent shall have received evidence for each Lender the favorable written opinion of insurance required counsel to be maintained under the Loan DocumentsBorrower and the Guarantors in form and substance satisfactory to the Administrative Agent and its counsel; (d) the The Administrative Agent shall have received copies (i) an original certificate of Whitestone REIT’sgood standing, for the Borrower’s Borrower and each Material SubsidiaryGuarantor (to the extent applicable), certified as of a date not earlier than 30 days prior to the date hereof by the Secretary of State of such party’s jurisdiction of organization and (ii) certificate or articles of incorporation incorporation, together with all amendments, and bylaws (or comparable organizational documents) and any amendments thereto, for the Borrower and each Guarantor, certified in each instance by its such party’s Secretary or an Assistant Secretary; (e) the The Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, behalf of the Borrower’s and each Material Subsidiary’s behalfBorrower or such Guarantor, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the The Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (g) The Administrative Agent shall have received evidence satisfactory to it that the indebtedness of the Borrower owing to ▇▇▇▇▇▇ ▇.▇., Citibank, N.A., LaSalle Bank National Association, Bank of America, N.A., Barclays Bank PLC, Union Bank of California, N.A., U.S. Bank National Association, Fifth Third Bank (Chicago), Comerica Bank and PNC Bank, NA pursuant to the Existing Credit Agreement (except for the Existing L/Cs which are to become Letters of Credit hereunder as set forth in Section 1.2 hereof), has been fully paid and satisfied and that the credit facilities extended by such lenders have been terminated; (h) the The Administrative Agent shall have received the initial fees called for required by Section 2.1 4.1(c) and 4.1(d) hereof; (i) Each of the capital representations and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries warranties set forth in Section 7 hereof shall be satisfactory to the Administrative Agent, the Lenders, true and the L/C Issuer;correct in all material respects; and (j) All legal matters incident to the Lenders execution and delivery of the Loan Documents shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance be reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsLenders.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.11 hereof; (b) the Administrative Agent shall have received the Pledge Agreement duly executed by the Borrower and the Guaranties duly executed by each Material Subsidiary, together with (i) original stock certificates or other similar instruments or securities, if any, representing 65% of the issued and outstanding Voting Stock in Cleveland Cliffs International Holdings Company, (ii) a stock power for such stock in Cleveland Cliffs International Holdings Company executed in blank and undated and (iii) a UCC financing statement to be filed against the Borrower, with respect to the collateral described in the Pledge Agreement, as debtor in favor of the Administrative Agent, as secured party; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing standing, or the nearest equivalent in the relevant jurisdiction, for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (f) the Administrative Agent shall have received for each Lender a list of the Authorized Representatives; (g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized RepresentativesLenders the initial fees called for by Section 2.12 hereof; (h) the Administrative Agent shall have received for itself the initial fees called for by Section 2.1 hereofotherwise agreed to in writing among them and the Borrower; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Property of the Borrower, Whitestone REIT and each Material Subsidiary and each Joint Venture evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofand Permitted JV Liens; (lj) the Borrower shall have terminated the Prior Agreement and shall have paid all amounts due thereunder and the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Borrower and each Material Subsidiary (other than with respect to the Portman Limited Facility) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Material Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (k) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;; and (ml) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s the Security Agreement duly executed Notes by the Borrower and each Guarantor, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Borrower dated and each Subsidiary (65% of such capital stock in the date hereof case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in the Borrower and otherwise each Subsidiary executed in compliance with blank and undated, (iii) UCC financing statements to be filed against the provisions Parent, the Borrower and each Subsidiary, as debtor, in favor of Section 1.10 hereofthe Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REITthe Parent’s, the Borrower’s and each Material Subsidiary’s articles certificates of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REITthe Parent’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REITthe Parent’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (f) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REITthe Parent, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (i) the corporate and capital and organizational structure of Whitestone REITthe Parent, the Borrower and its Subsidiaries shall be satisfactory to substantially as reflected in the Administrative AgentMarch 23, 2007 draft of the Lenders, Initial Acquisition Agreement and the L/C IssuerMarch 28, 2007 draft of the Stock Purchase Agreement between the Borrower and the Investors party thereto (the “Stock Purchase Agreement”); (j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificatefinancing statement, tax, and judgment lien search results against the Property of the Parent, the Borrower and each Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (k) the Administrative Agent shall have received financing statement pay-off and federal tax lien searches against release letters from secured creditors of the BorrowerInitial Acquired Business setting forth, Whitestone REIT among other things, the total amount of indebtedness outstanding and each Material Subsidiary evidencing owing to them (or outstanding letters of credit issued for the absence account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on its Property (except for Permitted Liens or as otherwise to the extent permitted by Section 8.8 hereof) on the assets of the Borrower and each Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent; (l) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REITthe Parent, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; and (m) the Administrative Agent shall have received a Compliance Certificate evidencing that EBITDA of the Initial Acquired Business for the twelve calendar month period ended March 31, 2007 was not less than $13,600,000; (n) the Administrative Agent shall have received (i) historical unaudited financial statements (including an income statement, balance sheet and cash flow statement) for the Initial Acquired Business for each quarter of such entity ending during such entity’s fiscal years 2004, 2005 and 2006, (ii) 5-year pro forma financial forecasts for the Parent and its Subsidiaries on a consolidated basis and (iii) a balance sheet of the Parent and its Subsidiaries after giving effect to the initial Credit Event in form and substance reasonably satisfactory to the Administrative Agent; (mo) the Administrative Agent shall have received a fully copies of the fully-executed Internal Revenue Service Form W-9 for Initial Acquisition Agreement and Stock Purchase Agreement, each substantially in the Borrower and each Guarantorform of the March 23, 2007 draft thereof; (np) no material adverse change in the business, financial condition, operations, performance or properties of the Initial Acquired Business shall have occurred from that reflected in the financial statements provided to the Administrative Agent and the Lenders for period ended December 31, 2006, except for any changes or effects resulting from (i) changes in general economic conditions and (ii) any change in regulatory conditions or applicable laws, or the interpretation thereof; (q) the Borrower shall have provided the Administrative Agent reasonably satisfactory evidence that after giving effect to any Revolving Loan made on the Closing Date, the Unused Revolving Credit Commitment shall be at least $19,000,000; (r) the Administrative Agent shall have received fully-executed copies of all employment contracts and non-compete agreements, each substantially in the form of the March 28, 2007 draft thereof; (s) the representations and warranties of the Parent contained in the Initial Acquisition Agreement, which are fully incorporated herein by reference, shall be true and correct in all material respects as of the date hereof; and (t) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre & ▇▇▇▇▇▇ LLP, counsel to Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lender’s duly executed Notes of other related matters as the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofAdministrative Agent may reasonably request; (cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fd) the The Administrative Agent shall have received copies for each Bank which has requested same such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (ge) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel to Whitestone REITMarch 31, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent2011; (mh) During the Administrative Agent period from December 31, 2010 to the Effective Date, neither Borrower nor any of its Subsidiaries have, except as specifically set forth on Schedule 6.1, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness; (i) The Borrower shall have provided a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) have been satisfied; (j) The Initial Banks shall have received a fully executed Internal Revenue Service Form W-9 for their own accounts the Borrower fees due and each Guarantorowing to them under the Fee Letters; (nk) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrowers and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received the Mortgages and the Security Agreement duly executed by the relevant Borrowers; (d) the Agent shall have received all other Loan Documents executed by the appropriate party; (e) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee and additional insured; (df) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (eg) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fh) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the each Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gi) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders each Lender shall have received a Closing Date Borrowing Base CertificateCertificate and a certificate in the form attached hereto as Exhibit I, containing compliance calculations of the financial covenants as of the date of this Agreement in order to satisfy itself as to the financial condition of each Borrower, and the lack of material contingent liabilities of the Borrower; (k) the Administrative Agent shall have received financing statement pay-off and federal tax lien searches against release letters from W▇▇▇▇ Fargo Foothill, Inc., setting forth, among other things, the Borrower, Whitestone REIT total amount of indebtedness outstanding and each Material Subsidiary evidencing owing to them (or outstanding letters of credit issued for the absence account of the Borrowers) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instruments necessary to release their Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe assets of the Borrowers, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (l) [Reserved.]; (m) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall be reasonably satisfied with the terms of all material contracts to which each Borrower is or will be subject; (o) no material litigation or administrative proceeding involving any Borrower shall be pending or, to the knowledge of any Borrower, threatened; and (p) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, documents and opinions certificates as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement and the Pledge Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenderseach party thereto; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, in each case, as in effect on the Closing Date, certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of the Borrower and each other Guarantor); (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of Global Medical REIT (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or indirect owner of the Borrower and each other Authorized RepresentativeGuarantor); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do business as so would not have a foreign corporation or organizationMaterial Adverse Effect; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone Global Medical REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders Administrative Agent shall have received (i) a Closing Date copy of the audited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Year ended December 31, 2017 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited consolidated balance sheet of Global Medical REIT and its Subsidiaries for the Fiscal Quarter ended March 31, 2018 and the consolidated statements of income, retained earnings, and cash flows of Global Medical REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, and (iii) a Borrowing Base CertificateCertificate showing the computation of the Borrowing Base with the inclusion of the Initial Borrowing Base Properties, each in form and substance reasonably acceptable to the Administrative Agent; (k) since December 31, 2017, no material adverse change in the business, financial condition, operations, performance or Properties of the Borrower or the Guarantors, taken as a whole, shall have occurred; (1) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Borrower and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 8.7 hereof; (lm) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b); (no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and; (op) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (r) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (s) the Borrower shall have delivered (a) either (i) original stock certificates or regulationsother similar instruments representing all of the issued and outstanding shares of capital stock or other equity interests in each Material Subsidiary, together with stock powers or other instruments of transfer executed in blank, or (ii) if the Equity Interests are uncertificated, an acknowledgement of collateral assignment in form and substance acceptable to the Administrative Agent duly executed by the issuer of the Equity Interest and (b) UCC financing statements with respect to the pledged Equity Interests to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Borrower and its Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (ih) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders each Lender shall have received a Closing Date Borrowing Base Certificate containing calculations of the Borrowing Base as of June 30, 2005, and Schedule 1.1 (form of which is attached hereto) and a Compliance Certificate; (ki) the Administrative Agent shall have received financing statement and federal tax lien searches against for each Lender the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a favorable written opinion of counsel (attached as Exhibit I hereto) to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent;; and (mj) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with The obligation of each Lender to participate in the initial Credit EventEvent hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) the Administrative Agent shall have received this Agreement each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Administrative Agent, and (iii) in form and substance satisfactory to Administrative Agent: (i) this Agreement and the Borrower, the Material other applicable Loan Documents duly executed by Borrower and its Subsidiaries, as Guarantors, and the Lenders; (bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9; (ciii) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (div) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretaryan Authorized Representative; (ev) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other an Authorized Representative; (fvi) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gvii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (hviii) financing statement, tax, and judgment lien search results against the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2; (lix) the Administrative Agent shall have received a favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, Guarantor in form and substance reasonably satisfactory to the Administrative Agent; (mx) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower; (nxi) a Solvency Certificate, duly executed by a Financial Officer, certifying as to the matters set forth therein and dated as of the Closing Date; (xii) a certificate of a Responsible Officer of Borrower certifying that Borrower and its Subsidiaries will have no outstanding indebtedness other than that which has been previously disclosed and agreed to by the Administrative Agent shall have received Agent; (xiii) (A) a copy of the EDI Acquisition Agreement; (B) management-prepared financial statements of EDI for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date and (C) consolidated projected income statements of Borrower and its subsidiaries (giving effect to such acquisition) for five years after the date of the EDI Acquisition; (A) a copy of the QT Acquisition Agreement; (B) management-prepared financial statements of QT for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date and (C) consolidated projected income statements of Borrower and its subsidiaries (giving effect to such acquisition) for five years after the date of the QT Acquisition; and (xv) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and. (ob) the initial fees called for by Section 2.10, and all other fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder, shall have been paid; (c) at least fifteen (15) business days prior to the Closing Date the Administrative Agent shall have received, and any Lender the Lenders shall have received any within a reasonable time prior to syndication, all documentation and other information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any regulatory authorities under applicable “know your customer” or similar and anti-money laundering rules or and regulations, including without limitation the Patriot Act; (d) at least five (5) days prior to the Closing Date, Borrower, if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall deliver to each Lender that so requests a Beneficial Ownership Certification in relation to it; and (e) the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent and the Lenders.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender the favorable written opinion of ▇▇▇▇▇▇▇ Coie LLP, counsel to the Borrower and each Domestic Subsidiary, in substantially the forms of Exhibit H hereto, and otherwise in form and substance satisfactory to the Required Lenders; (b) the Administrative Agent shall have received for each Lender (i) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Loan Documents, indicating the Borrower’s and each Guarantor’s authorized signers of the Loan Documents and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of the Borrower’s and each Guarantor’s Certificate of Incorporation and by-laws certified by the Secretary or other appropriate officer of the Borrower or such Guarantor; (c) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, each Guarantor and the Lenders; (bd) if requested by any Lender, the Administrative Agent shall have received for such each applicable Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (ce) the Administrative Agent shall have received the Security Agreement and supplements in form and substance satisfactory to the Administrative Agent to each of the Mortgages, duly executed by the Borrower and its Domestic Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary as required pursuant to Section 4 of this Agreement, and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Guarantor and Penford Holdings executed in blank and undated; (f) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee, loss payee and additional insured; (dg) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and for each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (Guarantor, dated no earlier than 30 days prior to the date hereof) hereof from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hi) the Administrative Agent shall have received copies of each of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the LendersPreferred Stock Documents, and all amendments thereto, certified as true, correct and complete by the L/C IssuerSecretary or Assistant Secretary of the Borrower; (j) the Lenders Borrower shall have received a Closing Date Borrowing Base Certificatecash proceeds from the issuance and sale of the Preferred Stock pursuant to the Preferred Stock Documents in an amount not less than $39,990,000; (k) the Administrative Agent each Lender shall have received financing statement such evaluations and federal tax lien searches against certifications as it may reasonably require (including a compliance certificate in the Borrowerforms attached hereto as Exhibit E containing calculations of the compliance calculations of the financial covenants as of February 28, Whitestone REIT 2010) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and each Material Subsidiary evidencing its Subsidiaries, and the absence lack of Liens on material contingent liabilities of the Borrower and its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofSubsidiaries; (l) the Administrative Agent shall have received a written opinion financing statement, tax, and judgment lien search results against the Property of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to Guarantor evidencing the Administrative Agentabsence of Liens on its Property except as permitted by Section 8.8 hereof; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower account of the Lenders such other agreements, instruments, resolutions, documents (including documents relating to tax and each Guarantorregulatory maters), certificates, information and opinions as the Administrative Agent may reasonably request; (n) the Administrative Agent shall have received such other agreementsevidence satisfactory thereto that, instrumentsas of February 28, documents2010, certificates(x) the Borrower’s EBITDA for the twelve consecutive months then ended is not less than $15,000,000 and (y) the Total Funded Debt Ratio is not greater than 1.5 to 1.0, in each case calculated on the basis of the Borrower’s EBITDA for the twelve consecutive months ended February 28, 2010, and opinions as the Administrative Agent may reasonably request; andBorrower’s Total Funded Debt outstanding on the Closing Date after giving effect to the initial Credit Event hereunder and the Borrower’s receipt of the proceeds of the issuance and sale of the Preferred stock pursuant to the Preferred Stock Documents; (o) the Administrative Agent and any Lender shall have received the quarterly consolidated and consolidating financial statements (including consolidated and consolidating balance sheets and consolidated and consolidating statements of income and cash flows) of the Borrower for the fiscal quarter ended February 28, 2010, each in form and substance acceptable to the Administrative Agent; (p) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Borrower, any information of its Subsidiaries or materials reasonably required by any Guarantor from that reflected in the Borrower’s audited financial statements for the fiscal year ended August 31, 2009 shall have occurred; (q) the Administrative Agent or such Lender in order shall have received for itself and for the Lenders the initial fees owed to assist them; (r) the Borrower shall have paid the Administrative Agent or such Lender all fees and expenses of counsel to the Administrative Agent for which an invoice has been submitted to the Borrower; (s) the Borrower shall have repaid in maintaining compliance with full (i) the Act (as hereinafter defined) all outstanding Loans together with accrued and unpaid interest thereon, (ii) any applicable “know your customer” or similar rules or regulationsall accrued and unpaid unused commitment fees owed to the Lenders under Section 2.1(a) of the Original Credit Agreement, and (iii) all amounts payable under Section 1.11 of the Original Credit Agreement as a result of all of the foregoing repayments; and (t) the Administrative Agent shall have received from the Borrower written instructions as to the disbursement and application of the proceeds of the initial Loans made hereunder.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof2.9; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof3.1; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien UCC searches against the with respect to Borrower, Whitestone REIT as debtor, and each Material Subsidiary evidencing the absence of Liens on its Property except UCC termination statements for any existing UCC financing statements that are not Permitted Liens or as otherwise permitted by Section 8.8 hereofLiens; (lj) the Administrative Agent shall have received a the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryBorrower, in form and substance reasonably satisfactory to the Administrative Agent; (mk) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 12.23; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each Guarantorits Subsidiaries; (nl) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it; and (m) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative The Agent shall have received this Agreement duly executed by for each Bank the Borrower, favorable written opinion of counsel to the Material Subsidiaries, Borrower in substantially the form attached hereto as Guarantors, and the LendersExhibit D hereto; (b) if requested by any Lender, the Administrative The Agent shall have received for each Bank copies of (i) the Articles of Incorporation, together with all amendments, and a certificate of good standing, for the Borrower, both certified as of a date not earlier than 20 days prior to the date hereof by the appropriate governmental officer of the Borrower's jurisdiction of incorporation and (ii) the Borrower's bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Agent shall have received for each Bank copies of resolutions of the Borrower's Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such Lender documents on the Borrower's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Agent shall have received for each Bank such Lender’s Bank's duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative The Agent shall have received copies for each Bank a list of resolutions of Whitestone REIT’s, the Borrower’s 's Authorized Representatives and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the such other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeas any Bank may reasonably request; (f) All legal matters incident to the Administrative Agent shall have received copies execution and delivery of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior Credit Documents shall be satisfactory to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;Banks; and (g) the Administrative The Agent shall have received a list certificate by the chief financial officer, treasurer, vice president of finance or corporate controller of the Borrower’s Authorized Representatives; (h) , stating that on the Administrative Agent shall have received the date of such initial fees called for by Section 2.1 hereof; (i) the capital Credit Event no Default or Event of Default has occurred and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsis continuing.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors party hereto and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received the Security Agreement, and Pledge Agreement duly executed by the Company and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing the issued and outstanding shares of capital stock or other equity interests in each Subsidiary to the extent required by Section 4.1 hereof, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent requested by the Administrative Agent, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent and (vi) landlord’s and warehouseman’s lien waivers to the extent required by the Security Agreement; (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as loss payee; (de) the cash purchase price due under the TFY Purchase Agreement shall not exceed $175,000,000, all conditions precedent to the TFY Acquisition shall have been satisfied except for the Lenders’ funding of approximately $136,800,000 of the cash purchase price thereof and the TFY Acquisition shall be consummated substantially concurrently with the initial Credit Event, and the Administrative Agent shall have received satisfactory evidence of each of the foregoing; (f) nothing shall come to the attention of the Company, TFY, the Agent or any Lender which indicates that the capital structure and financial condition of the Company (including without limitation its current assets and current liabilities) immediately after giving effect to the TFY Acquisition shall be detrimentally at variance, in any material respect, from those presumed in the pro forma financial statements and other financial materials furnished by the Company to the Lenders in connection with the TFY Acquisition; (g) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or officer or manager holding a comparable office); (eh) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Credit Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativeofficer or manager holding a comparable office); (fi) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gj) the Administrative Agent shall have received a list of the each Borrower’s Authorized Representatives; (hk) the Administrative Agent shall have received a true, correct and complete copy of the TFY Purchase Agreement, certified by the Company; (l) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 evidence satisfactory to it that (i) the Company has completed an equity offering resulting in gross proceeds of at least $75,000,000, (ii) the Company’s proforma EBITDA (after giving effect to the TFY Acquisition and the Playing Mantis Acquisition) for the Borrower 12 month period ending June 30, 2004 was at least $90,000,000 and each Guarantor(iii) the Cash Flow Leverage Ratio (after giving effect to the TFY Acquisition and the initial advances to be made hereunder) does not exceed 1.75 to 1.0; (n) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrowers and their Subsidiaries, and the lack of material contingent liabilities of the Borrowers and their Subsidiaries; (o) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to the Credit Parties, in form and substance satisfactory to the Administrative Agent; and (p) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or individual holding a comparable position); (ed) the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the each Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received copies of the certificates of good standing (or equivalent instrument) for Whitestone REIT, the each Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state or the registrar of its province of its incorporation or organization and organization; (f) the Administrative Agent shall have received a list of each state in which it is qualified to do business as a foreign corporation or organizationBorrower’s Authorized Representatives; (g) the Administrative Agent shall have received a list payment of all fees payable on the Borrower’s Authorized RepresentativesClosing Date to Bank of Montreal and the Lenders (including upfront fees for the Lenders) pursuant to the BMO Fee Letter; (h) the Administrative Agent shall have received written confirmation from Bank of America N.A. and Banc of America Securities LLC (collectively, “Bank of America”) that all fees payable on the initial fees called for by Section 2.1 hereofClosing Date to Bank of America pursuant to the Fee Letter dated August 21, 2009, among the U.S. Borrower and Bank of America have been paid; (i) the capital U.S. Borrower shall have paid all fees and organizational structure expenses (including without limitation all fess and expenses of Whitestone REIT, the Borrower U.S. counsel and its Subsidiaries shall be satisfactory Canadian counsel to the Administrative Agent, ) of the Lenders, Administrative Agent incurred in connection with this Agreement and the L/C Issuertransactions contemplated hereby for which an invoice has been submitted to the U.S. Borrower; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien a summary of the results of searches against the Borrowercurrent name of the Canadian Borrower (as confirmed by a certificate of status) conducted under the Personal Property Security Act in effect in the provinces of Nova Scotia, Whitestone REIT Ontario and each Material Subsidiary Alberta (collectively, the “PPSA”), the Register of Personal and Movable Real Rights (Quebec), the Execution Act in the provinces of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Quebec, the Bank Act (Canada) in the provinces of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Alberta and the Bankruptcy and Insolvency Act (Canada), evidencing the absence of Liens on its Property property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (k) no material adverse change in the business, financial condition, operations, assets or Properties of the Borrowers and their Subsidiaries taken as a whole shall have occurred since April 30, 2009; (l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the U.S. Borrower and each Domestic Subsidiary which is a Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (m) the Administrative Agent shall have received the favorable written opinion of counsel to Whitestone REIT, the each Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent; (mn) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;U.S. Borrower; and (no) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may have reasonably request; and (o) requested at least two Business Days in advance of the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsClosing Date.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10 hereof; (b) intentionally left blank; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 45 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hg) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 2.11 hereof; (h) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrower, and the lack of material contingent liabilities of the Borrower; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the Borrower, Whitestone REIT Property of the Borrower and each Material Subsidiary ABI evidencing the absence of Liens on its Property except for Permitted Liens and Liens on the assets of ABI under the Existing ABI Facility (which Liens shall be released in connection with the initial Credit Event); (j) the Agent shall have received a pay-off letter from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Professional Clearing Corp. setting forth, among other things, the total amount of indebtedness outstanding and owing under the Existing ABI Facility (and outstanding letters of credit issued for the account of ABI), which pay-off letter shall include a general release of all collateral securing such Existing ABI Facility upon the repayment of such indebtedness with the proceeds of the initial Credit Event, and shall otherwise be in form and substance acceptable to the Agent; (k) the Existing Credit Agreement shall have been terminated and all amounts owing thereunder (including all principal, interest and accrued fees) shall have been paid (or as otherwise permitted by Section 8.8 hereofshall contemporaneously be paid) in full; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agentintentionally left blank; (m) all conditions precedent to the Administrative ABI Merger shall have been satisfied (or waived in writing pursuant to the terms of the Merger Agreement) and the Agent shall have received a fully executed Internal Revenue Service Form W-9 for evidence satisfactory to it of the Borrower and each Guarantorforegoing; (n) the Administrative Agent shall have received a solvency certificate and a pro forma balance sheet of the Borrower and its Subsidiaries (after giving effect to the ABI Merger) and the same shall be satisfactory to the Agent; (o) the Agent shall have received for each Lender the favorable written opinion of counsel to the Borrower (which may be the in house counsel of the Borrower), in form and substance satisfactory to the Agent; (p) the Agent shall have received a copy of the Borrower’s temporary investment policy, as approved by the Borrower’s board of directors, certified by an officer of the Borrower acceptable to the Agent; and (q) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) . By execution of this Agreement, each of the Administrative Agent and Lenders that is a lender under the Existing Credit Agreement hereby waives any Lender shall have received any information or materials reasonably required by requirement set forth in the Administrative Agent or such Lender in order to assist Existing Credit Agreement of prior notice of the Administrative Agent or such Lender in maintaining compliance with (i) termination of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationscommitments thereunder.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the BorrowerBorrowers, the Material Subsidiaries, as Guarantors, Guarantors party hereto and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by each Credit Party party thereto, together with (i) original stock certificates or other similar instruments or securities representing the issued and outstanding shares of capital stock or other equity interests in each Subsidiary to the extent required by Section 4.1 hereof, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Company and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral assignments to the extent requested by the Administrative Agent, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent and (vi) landlord’s and warehouseman’s lien waivers to the extent required by the Security Agreement; (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee; (de) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary (or officer or manager holding a comparable office); (ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryCredit Party’s Board of Directors (or similar governing body) authorizing the execution, ,delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiarysuch Credit Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or other Authorized Representativeofficer or manager holding a comparable office); (fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gh) the Administrative Agent shall have received a list of the Borrower’s Borrowers’ Authorized Representatives; (hi) there shall be no injunction, temporary restraining order or other legal action in effect which would prohibit the consummation of the transaction contemplated under this Agreement and the initial Credit Event; (j) the Administrative Agent shall have received a certificate regarding the solvency of the Company and its Subsidiaries, after giving effect to the initial Credit Event, executed by the chief financial officer of the Company; (k) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (l) the Administrative Agent shall have a confirmation that (i) the capital Company’s Adjusted EBITDA for the twelve-month period ended September 30, 2008 was at least $64,000,000 and organizational structure of Whitestone REIT(ii) the Leverage Ratio is not greater than 2.2 to 1.0, for the Borrower period ended September 30, 2008, each calculated based on pro forma consolidated Adjusted EBITDA for the twelve-month period ended September 30, 2008, and its Subsidiaries shall be satisfactory after giving effect to the Administrative Agentinitial Credit Event; (m) no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of any Borrower or Subsidiary from that reflected in the Lendersfinancial statements as December 31, 2007 shall have occurred; (n) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrowers and their Subsidiaries, and the L/C Issuerlack of material contingent liabilities of the Borrowers and their Subsidiaries; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (ko) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against the BorrowerProperty of the Company, Whitestone REIT LCBI and each Material Subsidiary Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (lp) the Administrative Agent shall have received a pay-off and lien release letters from secured creditors of each Credit Party setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent (or authorizing the Administrative Agent to file) UCC termination statements and any other lien release instruments necessary to release such secured creditor’s Liens on the assets of each Credit Party, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (q) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to Whitestone REIT, each of the Borrower and each Material SubsidiaryCredit Parties, in form and substance reasonably satisfactory to the Administrative Agent; (mr) the Administrative Agent shall have received a fully executed an Internal Revenue Service Form W-9 for W-9, or Form W-8, as applicable, duly executed by each Credit Party in form and substance acceptable to the Borrower and each GuarantorAdministrative Agent; (ns) after giving effect to the initial Credit Event hereunder, the aggregate amount of Loans and L/C Obligations outstanding shall not exceed $130,000,000; (t) the Administrative Agent shall have received certificates of merger evidencing the merger of (i) The First Years, Inc., a Delaware corporation with and into The First Years, Inc., a Massachusetts corporation (“TFY(MA)”) with TFY(MA) as the surviving corporation and (ii) TFY(MA) with and into LCBI with LCBI being the surviving corporation; and (u) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, the Parent, as a Guarantor and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received the Security Agreements duly executed by the Parent, the Borrower and its Subsidiaries, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary (66% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) UCC financing statements to be filed against the Parent, the Borrower and each Subsidiary, as debtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent; (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee and additional insured; (de) the Administrative Agent shall have received copies of Whitestone REIT(i) the Parent’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, (ii) each Material Contract and any amendments thereto and (iii) the Intercompany Agreements, certified in each instance by its Secretary or Assistant Secretary; (ef) the Administrative Agent shall have received copies of resolutions of Whitestone REITthe Parent’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) and the Borrower’s stockholders authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Parent’s the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REITthe Parent, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gh) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (hi) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base CertificateReserved; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request; (b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments, and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received for each Bank copies of resolutions of the Borrower’s Board of Directors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed original of counsel the Fee Letters; (h) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of September 30, 2011; (i) The Administrative Agent shall have reviewed, with respect to Whitestone REITall Indebtedness and other obligations, absolute or contingent, under the Borrower and credit facilities created by the following agreement, a payoff letter from each Material Subsidiary, lender or agent for a group of lenders in form and substance reasonably satisfactory to the Administrative Agent, together with such termination statements, releases of mortgage Liens and other instruments, documents and/or agreements necessary or appropriate to terminate any Liens in favor of such lenders securing such obligations which are to be paid off on the Effective Date as the Administrative Agent may reasonably request, duly executed and in form and substance reasonably satisfactory to the administrative agent party to the Existing Credit Agreement; (j) During the period from December 31, 2010 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have, except as specifically set forth on Schedule 6.1, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness; (k) The Borrower shall have provided to the Administrative Agent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied; (l) The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under this Agreement; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (on) There has been no material adverse change in the Administrative Agent business, assets, operations, performance or condition, financial or otherwise, of the Borrower and any Lender shall have received any information or materials reasonably required by its subsidiaries taken as a whole, since the Administrative Agent or such Lender in order to assist last day of the Administrative Agent or such Lender in maintaining compliance with (i) most recently audited financial year of the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsBorrower.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Revolving Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.2 hereof; (c) the Administrative Agent shall have received the duly executed Collateral Documents, together with (to the extent not heretofore delivered to the Administrative Agent) (i) except to the extent represented by uncertificated securities, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Designated Company (other than the Borrower), (ii) patent, trademark, and copyright collateral agreements as the Administrative Agent shall reasonably require, and (iii) subject to Section 4.2 hereof, deposit account and securities account control agreements as the Administrative Agent shall reasonably require and the duly executed Guaranty of each Designated Company other than the Borrower; (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lenders loss payee and additional insured, as applicable; (de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’seach Designated Company's organizational documents (e.g., the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsby-laws, or other similar constituent document) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Designated Company's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s such Designated Company's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fg) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Designated Company (dated no earlier than 30 25 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received for each Lender a list of the Borrower's Authorized Representatives; (i) the Administrative Agent shall have received an executed fee letter called for by Section 2.1(c) hereof, and the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (i) the capital hereof and organizational structure all reimbursement for expenses of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, Agent incurred through the Lenders, and the L/C Issuerdate thereof; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement statement, tax, suit and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of Designated Companies evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (k) all financing statements and other documents relating to the Collateral shall have been filed or recorded, as appropriate; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory Solvency Certificate with respect to the Administrative AgentDesignated Companies; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 Borrowing Base Certificate in the form attached hereto as Exhibit C showing the computation of the Borrowing Base in reasonable detail as of the close of business not earlier than five (5) days prior to the initial Credit Event hereunder; and such Borrowing Base Certificate shall reflect that after the initial Revolving Loans have been made hereunder, the initial Letters of Credit have been issued hereunder, all closing costs in connection with the transaction contemplated hereby have been paid (or if accrued, treated as paid) and all Indebtedness for Borrowed Money of the Borrower and each Guarantorto the Existing Lender Group has been repaid in full, Excess Availability is at least $10,000,000; (n) the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to the Designated Companies, in form and substance satisfactory to the Administrative Agent; and (o) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, the Material Subsidiaries, as GuarantorsL/C Issuer, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received received, for such Lender such Lender’s L▇▇▇▇▇, a duly executed Notes Note of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of the Borrower (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretaryindirect owner of each Guarantor); (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by an authorized officer of the Borrower (on behalf of itself and in its Secretary capacity as a direct or Assistant Secretary or other Authorized Representativeindirect owner of each Guarantor); (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which it an Initial Borrowing Base Property is qualified to do business as a foreign corporation or organizationlocated; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (mj) the Administrative Agent shall have received (i) a pro forma Compliance Certificate calculated as of the Closing Date; and (ii) a Borrowing Base Certificate showing computation of the Revolving Credit Availability with the inclusion of the Initial Borrowing Base Properties, each in form and substance acceptable to the Administrative Agent; (k) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(b); (nl) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and; (om) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or and regulations; and (n) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to it.

Initial Credit Event. Before or concurrently with the The obligation of Lender to participate in any initial Credit EventEvent hereunder is subject to satisfaction or waiver by Collateral Agent of the following conditions precedent: (a) the Administrative Collateral Agent shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Collateral Agent and (iii) in form and substance satisfactory to Collateral Agent: (i) this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Lender and the LendersCollateral Agent; (bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of Term Note in the Borrower dated form attached hereto as Exhibit B evidencing the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofTerm Loan; (ciii) the Administrative Agent shall have received Security Agreement and each of the other Collateral Documents required by Collateral Agent, together with (i) UCC financing statements to be filed against Borrower and each Subsidiary, as debtor, in favor of Collateral Agent, as secured party on behalf of Lenders, and (ii) patent, trademark, and copyright collateral agreements to the extent requested by Collateral Agent; (iv) evidence of all insurance required to be maintained under the Loan Documents; (dv) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Loan Party's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (evi) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Loan Party's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’ssuch Loan Party's behalf, the Borrower’s and each Material Subsidiary’s behalfas applicable, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fvii) the Administrative such documents and certifications as Collateral Agent shall have received copies may reasonably require to evidence that each Loan Party is validly existing, in good standing, and qualified to engage in business in its jurisdiction of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in any other jurisdiction in which it is qualified to do the nature of Borrower’s or such Subsidiary’s business as a foreign corporation or organizationrequires such qualification; (gviii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (hix) evidence in form and substance acceptable to Collateral Agent that no less than $400,000 of principal of the Administrative Agent shall have received MGL Seller Note will be paid from the initial fees called for by Section 2.1 hereofproceeds of the Term Loan; (ix) financing statement, tax, and judgment lien search results against the capital and organizational structure Property of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof7.2; (lxi) pay off and lien release letters from secured creditors of Borrower and each Subsidiary (other than the Administrative Senior Lender) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to Collateral Agent, UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower and each Subsidiary; (xii) evidence reasonably satisfactory to Collateral Agent shall that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the making of the Term Loan will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have received a been (or concurrently with the making of the Term Loan will be) terminated; (xiii) favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (mxiv) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each GuarantorBorrower; (nxv) a certified copy of the Administrative Agent shall Transaction Documents (other than the Loan Documents) and evidence, in form and substance satisfactory to Collateral Agent, that the transactions contemplated thereby have received been, or contemporaneously with the closing hereof will be, consummated; (xvi) evidence, reasonably satisfactory to Collateral Agent, that Borrower has completed the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder unless consented to by Collateral Agent); (xvii) a Guaranty executed by Stratitude Inc.; and (xviii) such other agreements, instruments, documents, certificates, and opinions as the Administrative Collateral Agent may reasonably request. (b) Collateral Agent shall have received the initial fees called for by Section 2.7, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; (c) the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Collateral Agent, including, without limitation, the structure and terms of any preferred equity securities of Collateral Agent shall be satisfactory to Collateral Agent; (d) completion of all due diligence with respect to Borrower and its Subsidiaries which shall be satisfactory to Collateral Agent, including, without limitation, satisfactory discussions with Borrower’s accountants and an insurance review; (e) all legal, tax and regulatory matters relating to the Term Loan and any transactions financed with the proceeds thereof shall be satisfactory to Collateral Agent; (f) Collateral Agent shall have received each document (including UCC financing statements) required by the Collateral Documents or under law or reasonably requested by Collateral Agent to be filed, registered or recorded in order to create in favor of Collateral Agent a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 7.2), in proper form for filing, registration or recording; (g) there shall not have occurred since December 31, 2015, any developments or events which individually or in the aggregate with other such circumstances has had or could reasonably be expected to have a Material Adverse Effect; (h) Collateral Agent shall have received a completed third party verification for the Trizetto platform implementation, together with auditor confirmation that licensing fee revenues of $3,100,000 will be recognized in financial statements of Borrower and its Subsidiaries for the period ending as of June 30, 2016; (i) the acquisition of and payment for the Term Note to be acquired by Lender hereunder and the consummation of the transactions contemplated hereby, including the issuance of the BIP Warrant, (i) shall not be prohibited by any law, treaty, code, rule, regulation, right, privilege, qualification, license or franchise, or any determination of an arbitrator or a court or other Governmental Authority, and (ii) shall not subject Collateral Agent or Lender to any penalty or other onerous condition under or pursuant to any law, treaty, code, rule, regulation, right, privilege, qualification, license or franchise, or any determination of an arbitrator or a court or other Governmental Authority; (j) there shall not be on the Closing Date any judgment, injunction or order of a court of competent jurisdiction or any ruling of any Governmental Authority which, in the reasonable judgment of Collateral Agent, would prohibit the transactions contemplated hereby or subject Collateral Agent or Lender to any penalty or other onerous condition under or pursuant to any requirement of law; and (ok) the Administrative Agent and no action, suit or proceeding by or before any Lender court or any Governmental Authority shall have received been commenced or threatened, and no investigation by any information Governmental Authority shall have been commenced, against Collateral Agent, Lender, Borrower or materials reasonably required by any other Loan Party, in each case, to the Administrative Agent extent such action, suit, proceeding or investigation seeks to restrain, prevent or change the transactions contemplated hereby or questions the validity or legality of any of such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationstransactions.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Borrower and its Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s Guarantor's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ed) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s Guarantor's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fe) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and organization; (f) the Administrative Agent shall have received for each Lender a list of each state in which it is qualified to do business as a foreign corporation or organizationthe Borrower's Authorized Representatives; (g) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received Lenders the initial fees called for by Section 2.1 hereof; (ih) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the capital and organizational structure financial condition of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (i) The Credit Agreement dated as of October 4, 1994 among the Borrower, the banks party thereto, and Harris Trust and Savings Bank, as Administrative Agent, ▇▇▇▇▇ have terminated and all amounts payable thereunder shall have been paid or shall be paid with the Lenders, and proceeds of the L/C Issuerinitial Credit Event; (j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate;for each Lender the favorable written opinion of counsel to the Borrower and each Guarantor, in form and substance satisfactory to the Administrative Agent; and (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) . Each Lender that is also a bank under the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender credit agreement referenced in order to assist the Administrative Agent or such Lender in maintaining compliance with clause (i) ), by its execution hereof, hereby waives any requirement under such agreement that the Act (Borrower give prior notice of the termination of the commitments thereunder, and agrees that such notice may be given on the same day as hereinafter defined) such termination is to be effective. In addition, as such Lenders constitute the "Required Banks" under such credit agreement, such Lenders and (ii) any applicable “know your customer” or similar rules or regulationsthe Borrower agree that such credit agreement shall terminate and all amounts payable thereunder shall be due and payable on the date hereof.

Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lenderother related matters as the Administrative Agent may reasonably request; (b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments, and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 2.10(a) hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel June 30, 2016 (stating a Consolidated Indebtedness to Whitestone REITCapitalization Ratio in accordance with Section 7.17 hereof); (h) During the period from December 31, 2015 to the Effective Date, neither the Borrower nor any of its Subsidiaries shall have issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than $250 million 2.500% Senior Notes due 2019 and $300 million 3.950% Senior Notes due 2026 issued on January 13, 2016 pursuant to that certain Indenture, dated May 21, 2003, between the Borrower and each Material Subsidiary▇▇▇▇▇ Fargo Bank, in form National Association, as trustee (as amended and substance reasonably satisfactory supplemented from time to time); (i) The Borrower shall have provided to the Administrative AgentAgent a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) hereof have been satisfied; (mj) The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under this Agreement; (k) The Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for satisfactory evidence of the Borrower refinancing of that certain Term Loan Credit Agreement, dated as of April 13, 2015, by and each Guarantor;among the Borrower, the financial institutions party thereto and JPMorgan, as administrative agent, on terms and conditions reasonably acceptable to the Arrangers; and (nl) the The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersGuarantors; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender requesting a Note such Lender’s duly executed Notes of the Borrower dated the date hereof Closing Date and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received evidence the Security Agreement and any other Loan Documents deliverable on the Closing Date, in each case duly executed by the Borrower and the Guarantors, together with (i) original stock certificates or other similar instruments or securities representing all of insurance required the issued and outstanding Equity Interests in the Borrower and each Restricted Subsidiary (65% of such Voting Stock (and 100% of non-Voting Stock) in the case of any Foreign Subsidiary as provided in Section 4.2 hereof) as of the Closing Date, (ii) stock powers for the Collateral consisting of the Equity Interests in the Borrower and each such Restricted Subsidiary executed in blank and undated, (iii) authorization to file UCC financing statements to be maintained under filed against the Loan DocumentsBorrower, and each Guarantor, as debtor, in favor of the Collateral Agent, as secured party, and (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent; (d) the Administrative Agent shall have received insurance certificates in respect of the insurance required to be maintained under the Loan Documents, together with endorsements naming the Collateral Agent as additional insured and lender’s loss payee; (e) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified certified, in each instance the case of (x) articles of incorporation or comparable organizational documents, by the secretary of state of the state incorporation or formation and (y) in the case of bylaws, by its Secretary or Assistant SecretarySecretary or other appropriate officer; (ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, Authorized Representatives of the Borrower’s Borrower and each Material Subsidiary’s behalfGuarantor, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeappropriate officer; (fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (unless otherwise agreed by the Administrative Agent, dated no earlier than 30 thirty (30) days prior to the date hereofClosing Date) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by specified in Section 2.1 hereofhereof then due and payable and all other fees (which amounts may be offset against the proceeds of the Loans) required to be paid on the Closing Date and all expenses (to the extent invoiced at least three (3) Business Days prior to the Closing Date) required to be paid on the Closing Date; (i) the capital Administrative Agent shall have received (a) financing statement, tax, and organizational structure of Whitestone REIT, judgment lien search results against the Borrower and its Subsidiaries shall each Guarantor and their respective Properties evidencing the absence of Liens except Permitted Liens, and (b) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be satisfactory requested by the Collateral Agent to the Administrative extent necessary or reasonably advisable to perfect the Collateral Agent, ’s security interest in the Lenders, and the L/C Issuerintellectual property Collateral; (j) with respect to the Lenders Existing Credit Facilities, the Administrative Agent shall have received a Closing Date Borrowing Base Certificatepay off and lien release letters from the applicable creditors of the Borrower setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent (or authorizing the Administrative Agent to file) UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Guarantor and, after giving effect to the Refinancing, none of Holdings, the Borrower nor any of Restricted Subsidiaries shall have any third party Indebtedness for Borrowed Money other than (i) the Obligations and Commitments hereunder and (ii) Permitted Surviving Debt and indebtedness permitted under Section 8.7 (other than Section 8.7(b), (h), (k), (n). (o) and (w)); (k) the Administrative Agent shall have received financing statement and federal tax lien searches against a certificate of the Chief Financial Officer of the Borrower, Whitestone REIT certifying that Holdings, the Borrower and each Material Subsidiary evidencing its Restricted Subsidiaries, taken as a whole, after giving effect to the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofTransactions, are Solvent; (l) the Administrative Agent shall have received for each Lender and the L/C Issuer a customary written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative AgentGuarantor specified on Schedule 7.2(l); (m) the Administrative Agent and the Lenders shall have received a fully executed Internal Revenue Service Form W-9 for received, at least three (3) days prior to the Borrower Closing Date, all documentation, including supporting documentation reasonably satisfactory to the Administrative Agent and each Guarantorother information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; that has been reasonably requested by the Lenders not less than ten (10) days prior to the Closing Date; (n) the Administrative Agent Borrower and Guarantor shall have received such other agreements, instruments, documents, certificates, and opinions as provided to the Administrative Agent may reasonably requestsuch information required to prepare and file such UCC financing statements required in order to perfect the Liens granted by the Borrower and the Guarantors pursuant to the Collateral Documents as of the Closing Date; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required (a) audited consolidated balance sheets and related statements of income and cash flows of Parent and its Subsidiaries for Fiscal Years 2013 and 2014 (it being acknowledged by the Administrative Agent or that such Lender in order to assist financial statements at and for Fiscal Years 2013 and 2014 have been received), (b) unaudited consolidated balance sheets and related statements of income and cash flows of Parent and its Subsidiaries for the third fiscal quarter of Fiscal Year 2014 (it being acknowledged by the Administrative Agent that such financial statements at and for the third fiscal quarter of Fiscal Year 2014 have been received) and (c) if requested by the Administrative Agent, a pro forma consolidated balance sheet and related pro forma income statement of Parent as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 120 days prior to the Closing Date (if such period is a Fiscal Year of Parent and its Subsidiaries), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such Lender period (in maintaining compliance with the case of the statement of income); provided that (i) each such pro forma financial statement shall be prepared in good faith by the Act (as hereinafter defined) Borrower and (ii) no such pro forma financial statement shall include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). Without limiting the generality of the provisions of the last paragraph of Section 11.3, (i) for purposes of determining compliance with the conditions specified in this Section 7.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. and (ii) in the event that Advance Funding Arrangements shall exist, the delivery by any Lender (A) of funds pursuant to such Advance Funding Arrangements and (B) its signature page to this Agreement shall constitute the request, consent and direction by such Lender to the Administrative Agent (unless expressly revoked by written notice from such Lender received by the Administrative Agent prior to the earlier to occur of funding or the Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the Borrower on the Closing Date the applicable “know your customer” or similar rules or regulationsfunds of such Lender to be applied to the funding of Loans by such Lender in accordance with Section 1 upon the Administrative Agent’s determination (made in accordance with and subject to the terms of this Agreement) that it has received all items expressly required to be delivered to it under this Section 7.2.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower and the Guarantors; (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as additional insured and loss payee; (de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ef) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gh) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hi) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for agreed upon by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing in a form acceptable thereto a certified copy of the Borrower’s internally prepared balance sheet, income statement and federal tax lien searches against cash flow statement without footnotes as of the last day of the Borrower’s 2003 Fiscal Year; (k) each Lender shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate containing calculations of the Borrowing Base after giving effect to the initial Credit Event) in order to satisfy itself as to the value of the Collateral, Whitestone REIT the financial condition of the Borrower and each Material Subsidiary evidencing its Subsidiaries, and the absence lack of Liens on material contingent liabilities of the Borrower and its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofSubsidiaries; (l) the Administrative Agent shall have received a written opinion financing statement, tax, and judgment lien search results against the Property of counsel to Whitestone REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to Guarantor evidencing the Administrative Agentabsence of Liens on its Property except as permitted by Section 8.8 hereof; (m) the Administrative Agent shall have received (i) a fully executed Internal Revenue Service Form W-9 certified copy of all agreements evidencing Indebtedness for Borrowed Money as in effect on the Closing Date and (ii) pay-off and lien release letters from Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch setting forth, among other things, the total amount of indebtedness outstanding and owing pursuant to its credit facility with the Borrower (or outstanding letters of credit issued for the account of the Borrower or any Guarantor) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Guarantor; (n) , which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.Agent;

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Bank this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrower and the LendersBanks; (b) if requested by any Lender, the Administrative Agent shall have received for each Bank such Lender such Lender’s Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received the Security Agreement and the Pledge Agreement duly executed by the Borrower and each Subsidiary, and the Guaranty duly executed by each Subsidiary, together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interest of each Subsidiary as of the date of this Agreement (other than Alexandria Convalescent Hospital, Inc.), (ii) stock powers for the Collateral consisting of the stock or other equity interest of each Subsidiary (other than Alexandria Convalescent Hospital, Inc.), each to be executed in blank and undated, and (iii) UCC financing statements to be filed against the Borrower and each Subsidiary, as debtor, in favor of the Agent, as secured party; (d) the Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Agent as loss payee; (de) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s 's and each Material Subsidiary’s 's articles of incorporation and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ef) the Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s 's and of each Material Subsidiary’s 's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s 's and each Material such Subsidiary’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fg) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for Whitestone REIT, the Borrower and for each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representativescorporation; (h) the Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (i) the Agent shall have received for itself and for the Banks the initial fees called for by Section 2.1 hereof; (ij) each Bank shall have received such evaluations and certifications as it may reasonably require (including an officer's certificate as to the capital and organizational structure solvency of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory after giving effect to the Administrative Agenttransactions contemplated hereby and a compliance certificate in the form attached hereto as Exhibit F containing compliance calculations of the financial covenants as of the date of this Agreement after giving effect to the Summit Merger) in order to satisfy itself as to the value of the Collateral, the Lendersfinancial condition of the Borrower and its Subsidiaries, and the L/C Issuer; (j) lack of material contingent liabilities of the Lenders shall have received a Closing Date Borrowing Base CertificateBorrower and its Subsidiaries; (k) the Administrative Agent shall have received financing statement pay-off and federal tax lien searches against release letters from secured creditors of the BorrowerBorrower and its Subsidiaries setting forth, Whitestone REIT among other things, the total amount of indebtedness outstanding and each Material Subsidiary evidencing owing to them (or outstanding letters of credit issued for the absence account of Liens the Borrower or any of its Subsidiaries) and containing an undertaking to cause to be delivered to the Agent UCC termination statements and any other lien release instrument necessary to release its Lien on all assets of the Borrower and its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofSubsidiaries, which pay-off and lien release letters shall be in form and substance acceptable to the Agent; (l) the Administrative Agent shall have received a evidence of the Summit Merger in accordance with the terms of the Summit Merger Agreement (without giving effect to any amendment, modification or waiver thereto not consented to in writing by the Agent) and its effectiveness; (m) the Borrower shall have issued Subordinated Debt in the principal amount of not less than $120,000,000, on terms and conditions acceptable to the Agent, and the Borrower shall have received the proceeds thereof; (n) the Borrower shall have issued pay-in-kind preferred stock in the amount of not less than $15,000,000, on terms and conditions acceptable to the Agent, and the Borrower shall have received the proceeds thereof; (o) the Agent shall have received for each Bank the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material Subsidiaryits Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with The obligations of the Lenders to make the initial Credit EventLoans hereunder shall not become effective until the date on which each of the following conditions is satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and the Lenders (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Upon request of a Lender, the Administrative Agent on behalf of such Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (c) The Administrative Agent shall have received this Agreement duly executed by a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of outside counsel to the Borrower and its Subsidiaries acceptable to the Administrative Agent, substantially in the form of Exhibit E, and covering such other matters relating to the Borrower, the Material Subsidiaries, as Guarantors, and this Agreement or the Lenders;Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (bd) if requested by any Lender, the The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes (i) a copy of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s certificate or articles of incorporation and bylaws (or comparable organizational documents) and any incorporation, including all amendments thereto, of the Borrower, U-Haul International, Inc. and Amerco Real Estate Company, certified in as of a recent date by the Secretary of State of the state of each instance by its such Person's organization, and a certificate as to the good standing of each such Person as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary; Secretary of each Loan Party dated the Closing Date and certifying (eA) that attached thereto is a true and complete copy of the Administrative Agent shall have received copies by-laws of the Borrower, U-Haul International, Inc. and Amerco Real Estate Company as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions of Whitestone REIT’s, duly adopted by the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) of each Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it each Loan Party is a party and the consummation borrowings hereunder (or, if the Board of Directors of any Loan Party has delegated the authority to adopt such resolutions to the Executive Finance Committee thereof, then (x) the resolution of the transactions contemplated hereby Board of Directors of such Loan Party evidencing such delegation and thereby, together with specimen signatures (y) the authorizing resolutions of the persons authorized to execute Executive Finance Committee), and that such documents on Whitestone REIT’sresolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Borrower’s , U-Haul International, Inc. and Amerco Real Estate Company have not been amended since the date of the last amendment thereto shown on the certificated articles of incorporation furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each Material Subsidiary’s behalf, all certified officer executing any Loan Document to which any Loan Party is a party or any other document delivered in each instance by its connection herewith on behalf of any Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or other Authorized Representative;their counsel or Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Administrative Agent, may reaso▇▇▇▇▇ ▇equ▇▇▇. (fe) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) the The Administrative Agent shall have received a list certificate, dated the Closing Date and signed by a Financial Officer of the Borrower’s Authorized Representatives;, confirming compliance with the conditions precedent set forth in paragraphs (a) and (b) of Section 4.02. (f) The Administrative Agent, the Lenders and the Lead Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation, the fees and expenses payable to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Administrative Agent, and to the ▇▇▇▇▇▇ in▇▇▇▇ed, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall have received evidence satisfactory to it that all amounts due and owing pursuant to the Existing Facility have been paid in full substantially simultaneously with the closing of this Facility, and the commitments of the lenders or note purchasers thereunder have been terminated. (h) The Administrative Agent shall have received written confirmation of all governmental or third party approvals which, in its sole discretion, the Administrative Agent has deemed necessary or advisable in connection with the financing contemplated under this Facility or the ongoing and continuing operations of the Borrower or any of its Subsidiaries. (i) The Administrative Agent shall have received (i) the audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available, (ii) the unaudited interim consolidated financial statements of the Borrower for the quarterly period ended December 31, 2001, prepared in accordance with Rule 10-01(d) under Regulation S-X of the Securities Act of 1933 (as amended) and NASDAQ Marketplace Rule 4310(c)(14); and (iii) if the audited consolidated financial statements of the Borrower for the fiscal year ended March 31, 2002 are not available on the Closing Date, a draft of such audited annual consolidated financial statements; such financial statements as required under this Section 4.01(i) shall be in form and substance satisfactory to the Administrative Agent. (j) All legal matters incident to this Agreement and the Transactions contemplated hereby shall be satisfactory to the Lenders and their counsel and to Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Administrative Agent. (▇) Th▇ ▇▇ministrative Agent shall have received a consent letter from the C. T. Corporation System, presently located at 111 Eight Avenue, New York, New York 10111 (together with any succe▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇"), ▇▇▇▇▇▇ting its consent to its appointment as agent to receive service of process on behalf of the Borrower. (l) The Administrative Agent shall have received the initial fees called for Guaranty, duly executed by Section 2.1 hereof;the Guarantors party thereto. (im) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the The Administrative Agent shall have received financing statement and federal tax lien searches against the BorrowerPledge Agreement, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted duly executed by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone REIT, the Borrower and each Material Subsidiarythe Guarantors party thereto, together with (i) instruments evidencing the Pledged Debt (as defined in the Pledge Agreement) endorsed in blank and (ii) duly executed financing statements in appropriate form and substance reasonably satisfactory to for filing under the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as Uniform Commercial Code in all jurisdictions that the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information deem necessary or materials reasonably required by the Administrative Agent or such Lender desirable in order to assist perfect and protect the Liens created by the Pledge Agreement covering the Collateral described in the Pledge Agreement; provided, that the Collateral will exclude any assets as to which the granting of a Lien thereon would result in a breach or violation of any agreement, indenture, contract or other document to which the Borrower or any of its Subsidiaries is a party. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on June 28, 2002, (and, in the event such Lender in maintaining compliance with (i) conditions are not so satisfied or waived, the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulationsCommitments shall terminate at such time).

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes each Bank the favorable written opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Borrower, and (ii) General Counsel to the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofBorrower; (cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fd) the The Administrative Agent shall have received copies for each Bank such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (ge) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed original of counsel the Fee Letter; (h) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of June 30, 2003; (i) The Administrative Agent shall have received a duly executed copy of the amendment to Whitestone REIT, the Borrower Related Agreement dated as of the date hereof and each Material Subsidiary, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (mj) During the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for period from June 20, 2003 to the Borrower and each GuarantorEffective Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness; (nk) The Borrower shall have provided a certificate stating that the conditions precedent set forth in this Section 6.1 have been satisfied; (l) The Borrower shall have paid to each Bank the applicable fees for providing its Commitment under this Agreement; and (m) The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received (i) for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the LendersLenders and (ii) for each Lender that has requested a Note, such Lender’s duly executed Note; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (ec) the Administrative Agent shall have received for each Lender copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material SubsidiaryGuarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fd) the Administrative Agent shall have received for each Lender copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Guarantor (dated no earlier than 30 20 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (ge) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives; (hf) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (kg) the Administrative Agent shall have received financing statement pay-off and federal tax lien searches against release letters from secured creditors of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing that is not a Foreign Subsidiary (other than any secured creditors that hold indebtedness permitted under Section 8.7) setting forth, among other things, the absence total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereofthe assets of the Borrower and each such Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent; (lh) the Administrative Agent shall have received a for each Lender the favorable written opinion of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryGuarantor, in form and substance reasonably satisfactory to the Administrative Agent;; and (mi) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, Borrowers and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes of the Borrower Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.11 hereof; (c) the Administrative Agent shall have received duly executed Collateral Documents together with (to the extent not heretofore delivered to the Administrative Agent) (i) except to the extent represented by uncertificated securities, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each applicable Credit Party (other than Parent), together with stock powers for such Collateral executed in blank and undated, (ii) patent, trademark, and copyright security agreements as the Administrative Agent shall reasonably require, (iii) deposit account and securities account control agreements as the Administrative Agent shall reasonably require with respect to accounts of Credit Parties (other than with respect to (A) the ▇▇▇▇▇ Account, which shall be delivered as provided in Section 4.2, (B) Excluded Accounts and (C) cash and Cash Equivalents consisting of proceeds of Collateral other than First Priority Collateral) and (iv) the Guaranty of each Credit Party (other than the Borrowers); (d) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as lender’s loss payee or additional insured, as applicable; (de) the Administrative Agent shall have received for each Lender copies of Whitestone REIT’seach Credit Party’s organizational documents (e.g., the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documentsby-laws, or other similar constituent document) and any amendments thereto, certified in each instance by its Secretary or Assistant SecretarySecretary or analogous officer or manager; (ef) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrowereach Credit Party’s and each Material Subsidiary’s Board board of Directors directors (or similar analogous governing body) or supervisory board), authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’sthe behalf of such Credit Party, the Borrower’s and each Material Subsidiary’s behalfas applicable, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representativeanalogous officer or manager; (fg) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary Credit Party (dated no earlier than 30 10 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (gh) the Administrative Agent shall have received a list of the Borrower’s Borrowers’ Authorized Representatives; (hi) the Administrative Agent shall have received an executed fee letter called for by Section 2.1(c) hereof, and the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof and all reimbursement for reasonable out-of-pocket expenses of the Administrative Agent incurred through the date hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement statement, tax, suit and federal tax judgment lien searches search results against the Borrower, Whitestone REIT and each Material Subsidiary Property of the Credit Parties evidencing the absence of Liens on its the Property of the Credit Parties except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (k) all financing statements and other documents relating to the Collateral shall have been filed or recorded, as appropriate; (l) the Administrative Agent shall have received a certificate with respect to the Credit Parties, duly executed and delivered by an officer of the Borrower Representative, attesting to the solvency of the Credit Parties, in conformity with the provisions of Section 6.19 and after giving effect to the Credit Events contemplated hereby, and attaching such pro forma balance sheets and other materials as may be reasonably requested by Administrative Agent; (m) the Administrative Agent shall have received the financial statements referred to in Section 6.5 hereof, a projected Closing Date balance sheet, and projected financial statements for the three-year period following the Closing Date, all in form and substance reasonably acceptable to the Administrative Agent; (n) the Administrative Agent shall have received fully executed copies of the Indenture, the Notes issued thereunder, the collateral documents executed and delivered in connection therewith and the Intercreditor Agreement, all in form and substance reasonably satisfactory to Administrative Agent; (o) the Administrative Agent shall have received for each Lender the favorable written opinion opinions of counsel to Whitestone REIT, the Borrower and each Material SubsidiaryCredit Parties, in form and substance reasonably satisfactory to the Administrative Agent; (mp) the Borrowers shall have repaid in full the existing Indebtedness for Borrowed Money owing to Credit Suisse and certain lenders, and Credit Suisse shall have released all of its Liens on the Property of each Credit Party; (q) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (r) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (n) account of the Administrative Agent shall have received Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.

Initial Credit Event. Before or concurrently with the initial Credit Event: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 1.8 hereof; (c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received copies of Whitestone Trade Street REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of resolutions of Whitestone Trade Street REIT’s, ’s the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone Trade Street REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone Trade Street REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 forty-five (45) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is required to the qualified to do business as a foreign corporation or organizationorganization under Sections 6.1 or 6.2; (g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone Trade Street REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer; (j) the Lenders Administrative Agent shall have received a Closing Date Borrowing Base Certificate and Compliance Certificate; (k) the Administrative Agent shall have received financing statement statement, tax, and federal tax judgment lien searches search results against each Eligible Property of the Borrower, Whitestone REIT Borrower and each Material Subsidiary evidencing the absence of Liens on its Property except for as Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received a written opinion of counsel to Whitestone Trade Street REIT, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and each Guarantorany applicable attachments required by Section 12.1(b); (n) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request; and; (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (as hereinafter definedTitle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (p) the Administrative Agent shall have received pay-off and lien release letters (except with respect to any Permitted Liens) from secured creditors of Trade Street REIT, the Borrower and each Material Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or regulationsoutstanding letters of credit issued for the account of Trade Street REIT, the Borrower or any Material Subsidiary) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Trade Street REIT, the Borrower and each Material Subsidiary, which pay-off and lien release letters shall be in form and substance reasonably acceptable to the Administrative Agent; (q) the secured creditors of Trade Street REIT, the Borrower and each Subsidiary shall have deposited in escrow UCC termination statements and other lien release instruments necessary to release their Liens (other than Permitted Liens) on the assets of Trade Street REIT, the Borrower and each Subsidiary; and (r) the Administrative Agent shall have received a Mortgage and the Required Diligence for the Initial Property.

Initial Credit Event. Before On or concurrently with before the initial Credit EventEffective Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders; (b) if requested by any Lender, the The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre & ▇▇▇▇▇▇ LLP, counsel to Borrower and (ii) General Counsel to the Borrower; provided, either such Lender opinion shall include a legal opinion to the effect that Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such Lender’s duly executed Notes of other related matters as the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereofAdministrative Agent may reasonably request; (cb) the The Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents; (d) the Administrative Agent shall have received for each Bank copies of Whitestone REIT’s, the Borrower’s (i) Articles of Incorporation, together with all amendments and each Material Subsidiary’s articles of incorporation and (ii) bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (ec) the The Administrative Agent shall have received for each Bank copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the such Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized RepresentativeSecretary; (fd) the The Administrative Agent shall have received copies for each Bank which has requested same such Bank’s duly executed Note of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (ge) the The Administrative Agent shall have received a list duly executed set of the Borrower’s Authorized RepresentativesCredit Documents; (hf) All legal matters incident to the Administrative Agent shall have received execution and delivery of the initial fees called for by Section 2.1 hereof; (i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries Credit Documents shall be satisfactory to the Administrative Agent, the Lenders, and the L/C IssuerBanks; (jg) the Lenders shall have received a Closing Date Borrowing Base Certificate; (k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Whitestone REIT and each Material Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.8 hereof; (l) the The Administrative Agent shall have received a written opinion duly executed Compliance Certificate containing financial information as of counsel to Whitestone REITSeptember 30, the Borrower and each Material Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent2010; (mh) During the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for period from December 31, 2009 to the Effective Date, neither Borrower and each Guarantornor any of its Subsidiaries have, except as specifically set forth on Schedule 6.1, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness; (ni) The Borrower shall have provided a certificate stating that the conditions precedent set forth in this Section 6.1 and Sections 6.2(b) and (c) have been satisfied; (j) The Administrative Agent shall have received such other agreements, instruments, documents, certificates, documents and opinions information as the Administrative Agent it may reasonably request; and (o) the Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Act (as hereinafter defined) and (ii) any applicable “know your customer” or similar rules or regulations.