Common use of Conditions Precedent to Initial Loan Clause in Contracts

Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement each Lender to make its initial Loan hereunder is subject to the fulfillment, to the reasonable satisfaction of the following conditions precedent: (a) Administrative Agent and its counsel, of shall have received each of the following conditions documents, duly executed, each (unless otherwise waived by Agent): (aspecified below) Agent shall have received this Agreement dated the Closing Date and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Administrative Agent with respect and each of Lenders: (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (cii) Agent shall have received a certificate duly executed Pledge Agreement, including, without limitation, any UCC-1 financing statement(s) required thereunder; (iii) duly executed Control Agreements; (iv) duly executed CS Custody Agreement; (v) duly executed Guaranty Agreement; (vi) duly executed Issuer Consent; (vii) certified copies of status with respect (A) the Constituent Documents, if any (including any amendments or supplements thereto) of each Borrower dated within 20 days of Loan Party, (B) the date resolutions authorizing and approving the making and performance by each Loan Party of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organizationPledge Agreement, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which such Loan Party is a party and the Loans hereunder, and (iiC) attesting documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, the incumbency Pledge Agreement, and any other Loan Document; (viii) a certificate of each Loan Party certifying the names and true signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower Loan Party authorized to sign this Agreement, the Pledge Agreement and the any other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Document required to be delivered hereunder to which such Loan DocumentsParty is a party; (iix) Agent shall have received certificates evidencing the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer good standing of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications Loan Party in its jurisdiction of formation dated a date not earlier than ten (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (210) Business Days prior to the Closing DateDate as to the good standing of such Loan Party; (nx) an opinion of counsel to the Loan Parties covering matters on legal existence and good standing, authorization and execution, capacity, enforceability, non-contravention (corporate, contractual and legal), governmental approval, creation and perfection of the Lender Parties’ liens and security interests, and the Investment Company Act; and (xi) the results of tax, judgment and Lien searches on Borrower in Delaware. (b) The Collateral Accounts have been established by Borrower. (c) There is sufficient Eligible Collateral in the Collateral Accounts such that the LTV Ratio, as of the Closing Date and after giving effect to the Loans made on the Closing Date, is equal to or less than the Initial LTV Ratio. (d) Any fees required to be paid on or before the Closing Date, including, without limitation, the Structuring and Administrative Fee and fees and expenses of counsel to Administrative Agent and Lenders, shall have been paid. (e) Borrower shall have provided Administrative Agent with a completed and executed Form U-1 issued by the Federal Reserve System. Each Lender that has signed this Agreement shall be deemed to be satisfied with each document or other matter required thereunder to be satisfactory to a Lender unless Administrative Agent shall have received a Control Agreement with respect notice from such Lender prior to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and proposed Closing Date specifying its counselobjection thereto.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject As a condition precedent to the fulfillmentinitial Loan hereunder (which such amount shall not exceed US$5,000,000), to the reasonable satisfaction of Agent and its counsel, of each of Lender must receive the following conditions from or on behalf of Borrower and/or Guarantor in form satisfactory to Lender and Guarantor (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and provided that with respect to items delivered by each Borrower and each Guarantor to Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall such items need only be satisfactory to Agent, and shall have filed a UCC-1 financing statement Lender in such state, in form and substance satisfactory to Agent with respect to each Borrower;its discretion): (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate enclosed duplicate of incorporation this Agreement duly executed and delivered on behalf of FS CREIT Xxxxxxxx; (A) the Security Agreement and Charterthe IP Security Agreement, each xxxx executed and delivered on behalf of Xxxxxxxx to Xxxxxx and (iiI) the certificate UCC financing statements executed on behalf of formation of Finance HoldingsXxxxxxxx to Lender for each appropriate jurisdiction as is necessary, in Lender's and Guarantor's discretion, to perfect its security interest in such collateral and/or (II) such patent/trademark/copyright filings executed on behalf of Borrower to be made with the United States Patent and Trademark Office as requested by Xxxxxx in order to perfect Xxxxxx's security interest in such collateral and (B) a security agreement and intellectual property security agreement executed and delivered on behalf of Borrower to Guarantor in consideration of Borrower's obligations under the Reimbursement Agreement and (I) UCC financing statements executed on behalf of Borrower to Guarantor for each caseappropriate jurisdiction as is necessary, certified in Guarantor's discretion, to perfect its security interest in such collateral and/or (II) such patent/trademark/copyright filings executed on behalf of Borrower to be made with the United States Patent and Trademark Office as requested by Guarantor in order to perfect Guarantor's security interest in such collateral; (iii) legal documentation deemed necessary or appropriate by Xxxxxx and Guarantor under Canadian law to pledge Borrower's interest with respect to the Secretary of State of collateral described in the State of Security Agreement and the state of each Borrower’s organization within 20 days of the date of this IP Security Agreement; (e) Agent shall have received a true and correct copy of (iiv) the Bylaws, certified by a Responsible Officer Guaranty duly executed and delivered on behalf of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementXxxxxxxxx; (fv) Agent shall have received a true the Reimbursement Agreement duly executed and correct copy delivered on behalf of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementXxxxxxxx; (gvi) Agent shall have received a certificate favorable legal opinion of a Responsible Officer of (A) U.S. counsel(s) to Borrower acceptable to Xxxxxx and Guarantor regarding, but not limited to, the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the due authorization, execution, delivery, delivery and performance enforceability of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures perfection of the Responsible Officers of such Borrower executing on behalf of such Borrower this security interests granted to Lender by the Security Agreement and the other Loan Documents. IP Security Agreement and (hB) Agent shall have received full payment of all of Canadian counsel to Borrower acceptable to Xxxxxx and Guarantor regarding, but not limited to, the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiationdue authorization, execution, delivery and enforceability of the Canadian collateral documents and the perfection of the security interests granted thereunder; (vii) the execution and delivery of this Agreement that certain letter agreement dated as of November 1, 1999 among Xxxxxxxx, Guarantor and Xxxxxx and the other Loan Documentspayment of the fees referenced therein; (iviii) Agent shall have received the written opinions, dated execution and delivery of that certain letter agreement between Xxxxxxxx and Guarantor regarding the date payment by Borrower of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counselcertain break-up fees; (jix) Agent shall have received a certificate executed copy of (A) the articles of incorporation (or other charter documents) and bylaws of Borrower certified by a Responsible Officer secretary or assistant secretary of each Borrower to be true and correct as of the effect that such Borrower has obtained all orders, consents, approvals, Closing Date and (B) the articles of incorporation (or other authorizations charter documents) and has made all filings bylaws of Guarantor certified by a secretary or assistant secretary of Guarantor to be true and other notifications (governmental or otherwise) correct as may be required in connection with of the transactions contemplated by the Loan DocumentsClosing Date; (kx) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction a certified borrowing resolution or other restraining order shall evidence of Xxxxxxxx's authority to borrow hereunder; (xi) a certified resolution or other evidence of Guarantor's\ authority to deliver the Guaranty; (xii) a certificate of incumbency for each of Borrower and Guarantor; (xiii) a certificate of good standing, existence or its equivalent with respect to each of Borrower and Guarantor certified as of a recent date by the appropriate governmental authorities of the state or other jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, good standing would have a Material Adverse Effect; (lxiv) Agent shall have received if requested by Xxxxxx, a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrowerpromissory note as contemplated in PARAGRAPH 1(D) above; (mxv) Agent shall have received a Beneficial Ownership Certification with respect to receipt of (A) audited consolidated balance sheet and statements of earnings and cash flow of Borrower and its Subsidiaries as of December 31, 1998 and (B) unaudited consolidated balance sheet and statements of earnings and cash flow of Borrower and its Subsidiaries for the Borrowers at least two (2) Business Days prior to the Closing Datefiscal quarters ending March 31, 1999 and June 30, 1999, respectively; (nxvi) Agent shall have received receipt of copies of (A) the Royal Bank of Canada Credit Facility certified by an officer of Borrower to be a Control Agreement with respect to the Distribution Accounttrue and accurate copy and (B) each other credit agreement of Borrower and/or its Subsidiaries evidencing liabilities, in each case, of Borrower and/or its Subsidiaries in excess of $1,000,000; and (oxvii) all such other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered as Lender or executed or recorded and shall be in form and substance Guarantor may reasonably satisfactory to Agent and its counselrequest.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement The initial Loan hereunder is subject to the fulfillmentcondition precedent that the Agent shall have received, to on or before the reasonable satisfaction date of Agent and its counselsuch Loan, of the following, each of the following conditions (unless otherwise waived by Agent): indicated) dated (aor dated as of) Agent shall have received this Agreement such date and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each the Agent: (a) This Agreement, duly executed by authorized officers of the Borrower;. (b) The Note, duly executed by an authorized officer of the Borrower. (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days The forms of the date of this AgreementContract Transfer Documents, such certificate to be issued duly certified by the Secretary of State a duly authorized officer of the State Manager, together with evidence satisfactory to the Agent that all conditions precedent to the initial purchase of the state CP Units thereunder have been satisfied and that all approvals or consents of each Borrower’s organization, which certificate shall indicate that such Borrower is Amgen or Centocor required in good standing in such state;connection therewith have been obtained. (d) The Surety Bond duly executed by a duly authorized officer of the Insurer, and evidence satisfactory to the Agent that all conditions precedent to such issuance shall have received been satisfied (without giving effect to any waiver thereof). (e) The Insurance Agreement duly executed by a true duly authorized officer of the Borrower. (f) The Intercreditor Agreement and correct copy the Letter Agreement, duly executed by duly authorized officers of the parties thereto, together with evidence that the accounts required to be established thereunder have been established. (g) The Management Agreement and the Contribution Agreement duly executed by duly authorized officers of the parties thereto. (h) Copies of the resolutions of the Board of Directors or governing body, as applicable, of each of the Relevant Parties, in each case approving the Transaction Documents to which it is a party and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of such Person. (i) Good standing certificates for each of the Relevant Parties issued by such jurisdictions as the Agent shall reasonably require and dated as of a recent date acceptable to the Agent. (j) A certificate of incorporation the Secretary or an Assistant Secretary of FS CREIT each of the Relevant Parties, certifying the names and Chartertrue signatures of the officers authorized on its behalf to sign the Transaction Documents to which it is a party (on which certificate the Agent and the Lender may conclusively rely until such time as the Agent shall receive from the Borrower a revised certificate meeting the requirements of this subsection (j)). (k) The Articles of Incorporation or organizational documents, and (ii) as applicable, of each of the certificate of formation of Finance HoldingsRelevant Parties, in each case, case duly certified by the Secretary of State of the State such Person's home jurisdiction, as of a recent date acceptable to Agent, together with a copy of the state Bylaws of each Borrower’s organization within 20 days such Person, duly certified by the Secretary or an Assistant Secretary of such Person. (l) Acknowledgment copies of proper Financing Statements (Form UCC-1), filed on or prior to the date of this Agreement;the initial Loan, naming the Borrower or Parent (as applicable) as the debtor and the Collateral Agent as the secured party or assignee of the Secured Party, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the interests granted to the Collateral Agent under the Intercreditor Agreement hereof. (em) A search report or reports provided in writing to the Agent by Lexis Document Services, as of a recent date (or dates) acceptable to the Agent, listing all effective financing statements that name the Borrower, the Manager, Capital or the Parent as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (l) above and in such other jurisdictions that Agent shall have received a true reasonably request, together with copies of such financing statements (none of which shall cover any CP Units or Contracts or interests therein or Collections or proceeds of any thereof). (o) A favorable opinion of counsel for the Borrower, in substantially the form of Exhibit D-2 that the Borrower shall not be consolidated with the Parent or the Manager for bankruptcy purposes. (p) A favorable opinion of counsel for the Insurer, substantially in the form of Exhibit D-3. (q) Such Manager Reports and correct copy of Loan Requests as are required under Sections 6.02(d) and 6.02(e). (r) Evidence that (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as paid in effect as capital of the date Borrower is not less than $4,000,000 (after giving effect to payments to be made by the Borrower on such date) and is in a form acceptable to the Agent, (ii) the Borrower has no liabilities other than deferred organizational costs, payables relating to the Transaction Documents and contingent obligations to purchase contracts, and (iii) Xxxxxxxxx Xxxxxxxx Xxxxx and Xxxxx X. Xxxxxxxxx have executed and delivered employment agreements in the form required by the Insurance Agreement. (s) Evidence that (i) the Parent owns (directly or indirectly) 100% of this Agreement the outstanding capital of the Borrower, and (ii) that the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct Parent has obtained all requisite approvals and complete copy thereof, as authorizations for such an investment in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan DocumentsBorrower. (t) The financial statements described in Section 7.01(h) hereof and Section 6(h) of the Management Agreement, which financial statements shall be satisfactory to the Agent and shall show the Borrower to be in compliance with Sections 8.03(g), 8.03 (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents;8.03(i). (iu) Agent shall have received Evidence that the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all ordersthe insurance required to be maintained by it pursuant to Section 8.01(i). (v) Such other agreements, consentsinstruments, approvalscertificates, opinions and other authorizations and has made all filings and other notifications (governmental or otherwise) documents as the Agent may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrequest.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement Lender to make the initial Loan is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):precedent that: (a) Agent Lender shall have received this Agreement and each other Loan Document, duly executed and delivered by each Borrower and each Lender;Grantors. (b) Agent Lender shall have received a UCC search from the Secretary of State copy of the state resolutions of each Borrower’s organization, the results Board of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such stateDirectors, in form and substance reasonably satisfactory to Agent with respect to each Borrower; Lender, authorizing (c1) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, delivery and performance of this Agreement and the other Loan Documents Documents, (2) the Loans contemplated hereunder, and (ii3) attesting the transactions contemplated thereunder, certified by the Secretary of the Borrower as of the Funding Date of the initial Loan, which certificate shall be in form and substance satisfactory to Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect. (c) A Responsible Officer of Borrower shall have executed and delivered to Lender the Note in the amount of $500,000. (d) Lender shall have received such documents, instruments and agreements, including UCC financing statements or amendments to UCC financing statements and documents or filings with the PTO, the Copyright Office or any applicable state office, as Lender shall reasonably request to evidence the perfection and first priority (subject to Permitted Liens) of the security interests in the Collateral granted to Lender pursuant to Section 5, including an Intellectual Property Security Agreement for each Grantor, in each case executed and delivered by duly authorized officers of Grantors, together with completed schedules thereto in form and substance satisfactory to the Lender. (e) Lender shall have received a certificate of each Grantor, dated the Funding Date of the initial Loan, as to the incumbency and signatures signature of the Responsible Officers officers of such Borrower Grantor executing on behalf of such Borrower this Agreement and the other any Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the BorrowersDocument, in form and substance satisfactory to Agent and its counsel;Lender, duly executed by the Secretary of each Grantor. (jf) Agent Lender shall have received copies of the articles of incorporation and bylaws of each Grantor, certified as of the Funding Date of the initial Loan as true, complete and correct copies thereof by the Secretary of each Grantor. (g) Lender shall have received a good standing certificate executed by a Responsible Officer from each Grantor’s state of incorporation and the states in which Grantor’s principal place of business is located, together with certificates of the applicable Governmental Authorities stating that such Grantor is in compliance with the franchise tax laws of each Borrower to the effect that such Borrower has obtained all ordersstate, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) each dated as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrecent date.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this the Lender to make the initial Loan under the Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):conditions: (a) Agent shall have received this Agreement no Default or Event of Default has occurred and each other Loan Document, executed and delivered by each Borrower and each Lenderis continuing as of the date of such initial Loan; (b) Agent shall have received a UCC search from the Secretary of State no Material Adverse Condition has occurred and is continuing as of the state date of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrowerinitial Loan; (c) Agent the representations and warranties made by the Borrower in this Note and the other Basic Documents are true and complete on and as of the date of that Loan with the same force and effect as if made on and as of that date (or, if applicable, as of any specific date as of which that representation or warranty is expressly stated to have been made); (d) the Lender shall have received a certificate of status with respect each Borrower the Secretary or an Assistant Secretary of the Borrower, dated within 20 days as of the date of the initial Loan and certifying: (i) that attached to such certificate is a true and complete copy of the charter, as amended and in effect, of the Borrower, and that such charter has not been amended since the date of the last amendment set forth in such certificate; (ii) that attached to such certificate is a true and complete copy of the bylaws of the Borrower as amended and in effect at all times from the date on which the resolutions referred to in clause (iii) were adopted to and including the date of such certificate, (iii) that attached to such certificate is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Note and the Agreement, the Loans, the Security Agreement and all documents related to the transactions contemplated under this Note (the “Basic Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (iv) that attached to such certificate to be issued by is a certificate of good standing for the Borrower from the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateDelaware; (dv) Agent shall have received a true as to the incumbency and correct copy specimen signature of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State officer of the State of Borrower executing the state of each Borrower’s organization within 20 days of Basic Documents (and the date of this AgreementLender may conclusively rely on such certificate); (e) Agent the Lender shall have received a true and correct copy an opinion of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting legal counsel to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinionsBorrower, dated the date of this Agreementthe initial Loan, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent the Lender; (f) the Lender shall have received duly executed and its counseldelivered copies of (i) the Security Agreement and (ii) the Warrants (in accordance with paragraph 3 of the Agreement); (g) the conditions set forth in paragraph 4 of the Agreement shall have been satisfied; and (h) the Lender shall have received such other documents as the Lender may reasonably request.

Conditions Precedent to Initial Loan. This effectiveness The obligations of this the Lenders to make the Loans hereunder on the Agreement is Date are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, prior or concurrent fulfillment of each of the following conditions (unless otherwise waived by Agent): (a) conditions: The Administrative Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent the Administrative Agent: This duly executed Agreement; A duly executed Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Loan made on the Agreement Date; The legal opinion of Xxxxxx Xxxx & Xxxxxxxx LLP, counsel to the Borrower Parties, addressed to the Lender Group; The legal opinion of Xxxxxxx XxXxxxxxx LLP, regulatory counsel to the Borrower Parties, addressed to the Lender Group; [Reserved]; [Reserved]; The legal opinion of Xxxxxxx & Xxxxxxx, Chtd., Nevada counsel to the Borrower Parties, addressed to the Lender Group; With respect to each Borrower Party and Holdings, a loan certificate signed by the secretary or assistant secretary of such Person (or, in the case of a Person that is a partnership, the general partner of such Person or, in the case of a Person that is a limited liability company, the members or manager, as appropriate, of such Person), in form and substance satisfactory to the Administrative Agent, including a certificate of incumbency with respect to each Borrower; Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (cA) Agent shall have received a certificate of status with respect each Borrower dated within 20 days copy of the date Certificate of this Agreement, Incorporation or Formation of such certificate Person certified to be issued true, complete and correct by the Secretary of State of the State of the state of each Borrowersuch Person’s organizationincorporation or formation, which certificate shall indicate that such Borrower is in good standing in such state; (dB) Agent shall have received a true true, complete and correct copy of the By-Laws, partnership agreement or operating agreement of such Person, (iC) a true, complete and correct copy of the certificate resolutions of incorporation such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of FS CREIT and Charterthe Loan Documents and, with respect to Borrowers, authorizing the borrowings hereunder and (iiD) the certificate certificates of good standing from such Person’s jurisdiction of formation and each other jurisdiction in which such Person does business; Certificates of Finance Holdingsinsurance with respect to the insurance policies of the Borrower Parties, in each case, certified by meeting the Secretary requirements of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting Section 6.5. Lien search results with respect to the written consent Borrower Parties from all appropriate jurisdictions and filing offices; Payment of all accrued costs, fees and expenses and other compensation due and payable to the board of directors or similar governing body of such Borrower authorizing Administrative Agent, the execution, deliveryJoint Lead Arrangers, and performance of this Agreement the Lenders (including legal fees and expenses and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counselany of their respective advisors) incurred in connection with the preparation, negotiation, execution, execution and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to haveare, in the reasonable opinion case of Agentexpenses, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least invoiced or estimated no later than two (2) Business Days prior to the Closing date hereof; A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of the Borrower Parties, after giving effect to the 360 Transactions, including the Loans made hereunder; A duly executed Request for Loan in respect of the Loans; A flow of funds report duly executed by the Administrative Borrower which report shall include a statement of all sources and uses of funds on the Agreement Date; (n) ; Supplements and joinders to the Security Documents duly executed by 360networks, together with Uniform Commercial Code financing statements related thereto, certificates representing all of the certificated Equity Interests of 360networks and all other original Collateral to be delivered to the Collateral Agent shall have received a Control Agreement pursuant to the Security Agreement, and transfer powers with respect thereto duly endorsed in blank; The Voting Agreement, duly executed by each Borrower Party, the Collateral Agent and the Revolving Facility Administrative Agent; and A Joinder Agreement (as defined in the Intercreditor Agreement), duly executed by each Borrower Party, pursuant to which the Administrative Agent shall, as the Authorized Representative (as defined in the Intercreditor Agreement) of the Lenders, accede to the Distribution Account; and (o) Intercreditor Agreement. Since December 31, 2010, there shall not have occurred any change, development, fact, condition, event, occurrence or effect that, individually or in the aggregate, with all other documents changes developments, facts, conditions, events, occurrences or effects (i) is or would reasonably be expected to be materially adverse to the assets, business, properties, operations, financial condition or results of operations of 360networks and legal matters in connection with its Subsidiaries, taken as a whole, or (ii) prevents or materially delays or materially impairs, or would reasonably be expected to prevent or materially delay or materially impair, the ability of the parties to the 360 Stock Purchase Agreement (other than Zayo) and 360networks to consummate the transactions contemplated by this the 360 Stock Purchase Agreement, except for any such changes, developments, facts, conditions, events, occurrences or effects arising out of or relating to (1) the announcement or the existence of the 360 Stock Purchase Agreement and the transactions contemplated thereby, the identity of Zayo or actions by Zayo, 360networks or its Subsidiaries that are required to be taken pursuant to he 360 Stock Purchase Agreement (including, in each case, any loss of customers, suppliers or employees or any disruption in business relationships), (2) changes in general economic or political conditions or the financial, credit or securities markets (to the extent 360networks and its Subsidiaries, taken as a whole, are not disproportionately affected thereby), (3) changes in applicable laws, rules, regulations or orders of any Governmental Authority or interpretations thereof by any Governmental Authority or changes in accounting rules or principles (to the extent 360networks and its Subsidiaries, taken as a whole, are not disproportionately affected thereby), (4) changes affecting generally the industries in which 360networks and its Subsidiaries conduct business (to the extent 360networks and its Subsidiaries, taken as a whole, are not disproportionately affected thereby), or (5) any outbreak or escalation of hostilities or war or any act of terrorism (to the extent 360networks and its Subsidiaries, taken as a whole, are not disproportionately affected thereby). The representations and warranties made in the 360 Stock Purchase Agreement by 360networks or any other party thereto that are material to the interests of the Lenders shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects), but only to the extent that the accuracy of such representations or warranties is a condition to the Borrowers’ (or their Affiliates’) obligation to consummate the 360 Acquisition thereunder. The representations and warranties set forth in Section 5.1(a)(i), (a)(ii), (b), (e)(i), (e)(ii) (with respect to material debt agreements, charter documents and other organizational documents), (s), (t), (aa) and (bb) hereof shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects), both before and after giving effect to the application of the proceeds of the Loans. The 360 Acquisition shall have been delivered consummated, or executed or recorded and substantially simultaneously with the making of the Loans hereunder shall be consummated, in form accordance with the 360 Stock Purchase Agreement (without waiver, amendment, supplement or other modification in a manner material and substance reasonably satisfactory adverse to Agent the Lenders or the Joint Lead Arrangers). The Joint Lead Arrangers shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) the Pro Forma Financial Statements. All Funded Debt of 360networks and its counselSubsidiaries, other than Funded Debt described on Schedule 4.1(f), shall have been (or substantially simultaneously with the consummation of the 360 Acquisition, shall be) paid in full, all commitments (if any) in respect thereof terminated and all guarantees (if any) thereof and Liens (if any) in respect thereof discharged and released. No later than five (5) Business Days prior to the date hereof, the Lender Group shall have received all documentation and other information in respect of the Borrower Parties required by regulatory authorities under the applicable “know your customer” rules and regulations, including the USA Patriot Act, and requested no later than ten (10) days prior to the date hereof.

Conditions Precedent to Initial Loan. This effectiveness The obligations of this Agreement is the Lenders to make Loans, and the obligation of the Issuing Bank to issue any Letter of Credit, are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, fulfillment of each of the following conditions (unless otherwise waived by Agent):on or before December 21, 2016: (a) The Administrative Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect to each the Lender Group: (i) This Agreement duly executed by the Borrower, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes and DDTL Loan Notes requested by any Lender duly executed by the Borrower; (ciii) Agent shall have received a certificate Customary legal opinions of status with respect each Borrower dated within 20 days of the date of this AgreementWxxxxx Cxxxxxx Xxxxxxxxx & Rxxx, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organizationLLP, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the BorrowersCredit Parties, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower as well as any local counsel to the effect that such Borrower has obtained all ordersCredit Parties (if reasonably requested by the Administrative Agent), consentsaddressed to the Lender Group, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with covering the transactions contemplated by the Loan Documents; (kiv) If Loans are to be made on the Closing Date, a duly executed Request for Loan with disbursement instructions attached thereto; (v) A certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State (or relevant equivalent office) of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents, and with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; provided that if a document referenced in clause (A) or (B) was delivered in connection with the Prior Credit Agreement or not required to be delivered in connection with the Prior Credit Agreement, then delivery of such document shall not be required so long as the applicable Credit Party delivers an officer’s certificate certifying that no changes have been made to such document, and such document remains in full force and effect; (vi) An officer’s certificate executed by the treasurer of the Borrower certifying (A) the solvency of the Credit Parties, taken as a whole, as of the Closing Date, (B) that as of the Closing Date, both before and after the effectiveness of this Agreement and the other Loan Documents (x) all of the representations and warranties of the Credit Parties under this Agreement and the other Loan Documents are true and correct in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty is true and correct in all respects and if any such representation or warranty expressly relates to a prior date, such representation or warranty shall be so true and correct on and as of such prior date) and (y) no litigationDefault or an Event of Default is in existence, inquiry(C) that there has been no materially adverse change to the financial information previously delivered to the Administrative Agent under Section 4.1(d) below, other action or proceeding (governmental D) that no change in the business, financial condition, results of operations, liabilities (contingent or otherwise), or injunction properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2015, which change has had or other restraining order shall would be reasonably expected to have a Materially Adverse Effect, and (E) that (x) all material Necessary Authorizations are in full force and effect, are not subject to any pending or overtly threatened reversal or cancellation, and all applicable waiting periods have expired, and that could reasonably be expected to havethere is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or the Loan Documents and (y) attached thereto are true, in the reasonable opinion correct, and complete copies of Agentall such material Necessary Authorizations, a Material Adverse Effectif any; (lvii) Payment of all fees payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, and payment of fees and expenses of counsel to the Administrative Agent; (viii) Out-of-state affidavits for each Credit Party organized under the laws of the State of Florida; (ix) Mutually acceptable payoff letter duly executed by the parties thereto evidencing the repayment of the indebtedness under the Prior Credit Agreement and Prior Loan Documents and each parties’ obligations under the Prior Credit Agreement and Prior Loan Documents shall terminate on the Closing Date; and (x) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lead Arrangers and the Administrative Agent shall have completed their financial, regulatory, and legal due diligence of the Credit Parties, and all credit investigations and background checks, and the results, form, and substance of each of the foregoing items shall be satisfactory to the Administrative Agent. (c) The Lead Arrangers and the Administrative Agent shall be satisfied that no change in the business, financial condition, results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2015, which change has had or would be reasonably expected to have a Materially Adverse Effect. (d) The Lead Arrangers shall have received and be satisfied with (i) the financial statements (including balance sheets, statements of income, and statements of cash flows) described in Section 5.1(i) and (ii) the Borrower’s 2016 financial performance and condition estimate. (e) The Administrative Agent shall have received a Compliance Certificate duly executed by a Responsible Officer calculated as of Administrative Borrowerthe last day of the fiscal quarter ended September 30, 2016, demonstrating that the Borrower is in compliance with the Financial Covenants; (mf) The Administrative Agent shall have received a Beneficial Ownership Certification with respect to all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering rules and regulations, including the Borrowers at least two Patriot Act, no later than five (25) Business Days prior to the Closing Date;; and (ng) The Administrative Agent shall have received a Control Agreement with respect to from the Distribution Account; and (o) Lenders all other documents tax forms and legal matters in connection with the transactions contemplated certificates required by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselSection 2.9.

Conditions Precedent to Initial Loan. This It shall be a condition precedent to the effectiveness of this Agreement is subject to and the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each making of the following conditions (unless otherwise waived by Agent): (a) Agent initial Loan hereunder that the Lender shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent the Lender in its sole discretion: (a) Evidence satisfactory to the Lender that the Borrower is duly authorized to enter into this Agreement and all transactions contemplated hereby and to execute and deliver this Agreement, the Notes and all documents to be executed in connection therewith; (b) A certificate of the Manager of the Borrower attesting, among other things, (i) that true, correct and complete copies of the Borrower's certificate of organization and Operating Agreement, together with respect all amendments thereto, have been delivered to each the Lender, (ii) that provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of the Agreement, the Notes and the other documents and transactions contemplated thereby and the borrowings hereunder and the Manager has so authorized and such authorization is in full force and effect, (iii) that all representations and warranties made in connection with this Agreement are true, accurate and correct in all respects and (iv) to the incumbency of the Manager, or any other Person executing this Agreement, the Notes and any related documents on behalf of the Borrower; (ci) Agent shall have received A copy of certificate of organization filed in the Borrower's jurisdiction of organization and (ii) a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such statefrom the Borrower's jurisdiction of organization; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State The Securities Agreement duly executed on behalf of the State of the state of each Borrower’s organization within 20 days of the date of this AgreementBorrower and Custodian; (e) Agent shall have received a true Evidence that the Securities Account has been established and correct copy that the Manager of Capital has consented to the pledge of the shares of Capital; (if) Evidence that the Bylaws, certified by a Responsible Officer aggregate market value of FS CREIT as being a true, correct and complete copy thereof, as in effect the Collateral (as of the date of this Agreement the initial Loan and (iias calculated in accordance with the determination of Net Asset Value) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as is equal to or exceeds 250% of the date of this Agreement; (f) Agent shall have received a true and correct copy sum of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as Required Amount plus the principal amount of the date of this Agreementinitial Loan; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing UCC-1 Financing Statements duly signed on behalf of such Borrower this Agreement and the other Loan Documents.Borrower; (h) Agent shall have received full payment of all of Instructions from the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred Borrower in connection with the preparationpayment from the proceeds of the initial Loan of all placement fees, negotiation, execution, selling commissions and delivery cost and fees (including legal fees incurred by the Lender as to which a statement has been delivered to the Borrower) which are due and payable as of this Agreement and the other Loan Documentsdate hereof; (i) Agent shall have received the written opinions, dated the date The favorable opinion of this Agreement, of counsel Counsel to the BorrowersBorrower covering matters of Massachusetts and United States law, in the form and substance satisfactory to Agent and its counselof Exhibit C hereto; (j) Agent shall have received a certificate the Note, dated as of the date hereof, duly executed by a Responsible Officer on behalf of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan DocumentsBorrower; (k) no litigation, inquiry, other action or proceeding the Closing (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, as defined in the reasonable opinion Private Placement Memorandum) shall occur contemporaneously with the making of Agent, a Material Adverse Effectthe initial Loan hereunder; (li) Agent shall have received a Compliance Certificate the MLCS Swap Agreement and all Exhibits thereto, duly executed by a Responsible Officer on behalf of Administrative Borrower;the Borrower and (ii) evidence that the Borrower has executed the "Confirmations" relating to the MLCS Swap Agreement; and (m) Agent the Lender shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all such other documents and legal matters in connection with as the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance Lender may reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Lender to make the initial Loan is subject to the fulfillment, following conditions precedent having been satisfied in a manner satisfactory to the reasonable satisfaction Lender: (a) The Lender’s receipt of Agent fully executed documentation, including the Chain-of-Title Documents, evidencing that the Borrower owns all rights in and to the Series, in perpetuity, throughout the world and all rights in connection therewith, including, without limitation, the rights which are the subject of the Netflix License Agreement, and that all payments for such rights have been paid and all reversionary rights, if any, have been fully, finally and unconditionally terminated; (b) All appropriate documents (including Form PA or Form CO) evidencing the Borrower’s rights in and to the Literary Property, have been duly submitted to and accepted for recordation in all appropriate governmental offices, including the United States Registrar of Copyrights, accompanied by the required filing fees; (c) All appropriate documents evidencing that the Lender’s Lien in the Collateral and evidencing all other Liens granted to the Lender in connection herewith, including the Copyright Mortgages, have been duly submitted to and accepted for recordation in all appropriate governmental offices, including the United States Registrar of Copyrights and the Secretary of State of California, accompanied by the required filing fees; (d) An examination of the records of the United States Copyright Office and the Secretary of State of California, and any other appropriate governmental office, and a copyright and title search report on the Series approved by the Lender and its counsel, reveals no interest of each of any Person which is contrary to the following conditions (unless otherwise waived by Agent):rights granted to the Lender hereunder or under any other Loan Documents; (ae) Agent The Lender shall have received this Agreement and each other Loan Documentall of the items listed in Schedule 5 hereto, together with all exhibits, attachments and supplementary documents that are not elsewhere identified in this Section 5.1, all in form and substance approved by the Lender, and executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from all parties thereto when the Secretary nature of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementitems so requires; (f) Agent The Borrower shall have received a performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents that are required to be performed or complied with by any such Person before or on the Closing Date, and all representations and warranties made by any such Person hereunder and/or in the other Loan Documents shall be true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementClosing Date as if made on such date; (g) Agent No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the Loans to be made on such date; (h) The Borrower shall have paid (or shall have provided for such payments in the initial Loan) all Attorney Costs, the Loan Fee, and all other fees and expenses of the Lender incurred in connection with any of the Loan Documents due hereunder to the Lender and to other Persons on or prior to the Closing Date; (i) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower, Genius Brands, Netflix or the Completion Guarantor pending or threatened before any court, governmental agency, or arbitrator that might reasonably be expected to have a material adverse effect upon the business, operations, property, prospects or condition (financial or otherwise) of the Borrower, Genius Brands, Netflix or the Completion Guarantor or upon the creditworthiness of any such Person or that purport to affect the legality, validity, or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby and, upon request, the Lender shall have received a certificate of a Responsible Officer manager or authorized officer of the Borrowers Borrower, Genius Brands, Netflix or the Completion Guarantor (ias appropriate) attesting to such effect; (j) The Borrower has opened the Collection Account and the Production Bank Account; (k) The Borrower has opened the Cash Collateral Account and has deposited $1,000,000 therein; (l) The Completion Guarantor has issued the Completion Guaranty which specifies a Strike Price, which, after all credits thereto, does not exceed the Available Commitment, calculated as of the Closing Date; (m) The Lender shall have received fully signed copies of the Netflix License Agreement and the Netflix License Notice of Assignment, the terms of which are acceptable to the written consent Lender and its counsel; (n) Each of the board of individual producers, directors or similar governing body of such Borrower authorizing and actors shall have executed his/her actor’s, director’s and producer’s agreement, as appropriate and as required by the execution, delivery, and performance Completion Guarantor; (o) All proceedings taken in connection with the execution of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the all other Loan Documents., and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Lender; (hp) Agent shall have received full payment Receipt and satisfactory review by the Lender of all of information required to complete the out-of-pocket fees, costs, and expenses of Agent Lender’s know your customer process; and (including q) Such other documents as the reasonable and documented fees and expenses of Agent’s counsel) incurred Lender may reasonably request in connection with order to effect fully the preparation, negotiation, execution, and delivery purposes of this Agreement and the other Loan Documents; (i) Agent . The acceptance by the Borrower of any Loans made on the Closing Date shall have received be deemed to be a representation and warranty made by the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that all of the conditions to the making of such Borrower has obtained all ordersLoans set forth in Subsections 5.1(a) - (q) have been satisfied, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect same effect as delivery to the Borrowers at least two (2) Business Days prior to Lender of a certificate signed by an authorized officer or signatory of the Borrower, dated the Closing Date; (n) Agent shall have received a Control Agreement with respect , to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselsuch effect.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement is Lender to make its initial Loan hereunder is, in addition to the conditions set forth in Section 3.2 hereof, subject to the fulfillment, to the reasonable satisfaction of Agent Lender and its counsel, of each of the following conditions (unless otherwise waived by Agent):on or before the Closing Date: (a) Agent Borrower shall have executed and delivered to Lender the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be satisfactory to Lender; (b) Lender shall have received this Agreement the Guaranty, the Intercompany Subordination Agreement, the Security Agreements, the Stock Pledge Agreement, the Trademark Security Agreement, the Control Agreements, and each other Loan Document, each duly executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrowerparty thereto; (c) Agent Lender shall have received the written opinions, dated the date of this Agreement, of counsel to Borrower, substantially in the form and substance of Exhibit 3.1(c) attached hereto, or otherwise in form and substance reasonably satisfactory to Lender and its counsel; (d) Lender shall have received a certificate of status with respect each to Borrower dated within 20 10 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organizationDelaware, which certificate shall indicate that such Borrower is in good standing in such stateState; (de) Agent Lender shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization status with respect to JMPAM dated within 20 10 days of the date of this Agreement; (e) Agent , such certificate to be issued by the Secretary of State of Delaware, which certificate shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as indicate JMPAM is in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as good standing in effect as of the date of this Agreementsuch State; (f) Agent Lender shall have received a true and correct copy of the Advisory AgreementsGoverning Documents of Borrower, JMPAM and JMP Securities, certified by a Responsible Officer the Secretary of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementBorrower; (g) Agent Lender shall have received a copy of the management contracts to which Borrower or a Guarantor is a party, certified by the secretary of Borrower, which shall be in form and substance satisfactory to Lender; (h) Lender shall have received a signature and incumbency certificate of a the Responsible Officer Officers of Borrower executing this Agreement, the Borrowers (i) attesting to Intercompany Subordination Agreement, the written consent of applicable Security Agreement, the board of directors or similar governing body of such Borrower authorizing Stock Pledge Agreement, the execution, delivery, and performance of this Trademark Security Agreement and the other Loan Documents to which Borrower is a party, certified by a Secretary of Borrower; (i) Lender shall have received a signature and (ii) attesting to the incumbency and signatures certificate of the Responsible Officers of such Borrower JMPAM executing on behalf of such Borrower this the Guaranty, the Intercompany Subordination Agreement, the applicable Security Agreement and the other Loan Documents.Documents to which JMPAM is a party, certified by a Secretary of JMPAM; (hj) Agent Lender shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan DocumentsClosing Fee; (ik) Agent Lender shall have received form FR U-1, with Part I fully completed and executed by Borrower, together with the written opinions, dated information necessary in order for Lender to complete the date disclosures required in Part II and Part III of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counselsuch form; (jl) Agent Lender shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower and each of its Subsidiaries has each obtained all orders, consents, approvals, and other authorizations and has having made all filings and other notifications (governmental or otherwise) as may be required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on Borrower or any of its Subsidiaries; (m) Lender shall have received a copy of the resolutions of Borrower and JMPAM, certified as of the Closing Date by an Responsible Officer thereof, authorizing (A) the transactions contemplated by the Loan DocumentsDocuments to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith; (kn) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, Lender: (i) a material adverse effect on Borrower’s or any Guarantor’s ability to repay the Loans or (ii) a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution AccountEffect on Borrower or any Guarantor; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent Lender and its counsel.

Conditions Precedent to Initial Loan. This effectiveness Agreement, and the obligation of this Agreement the Lenders to make any Syndicate Loans to the Borrower in accordance with the terms hereof, is subject to the fulfillment, condition precedent that the Borrower deliver to the reasonable satisfaction of Administrative Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and following, each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent the Administrative Agent: (a) Corporate Diligence (i) Certified copies (certified by the respective Secretary or Assistant Secretary of each Loan Party (each such Person shall be the "Authenticating Person" with respect to such Loan Party)) of all corporate or other necessary action taken by each Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (A) With respect to each Loan Party, the articles or certificate of incorporation and by-laws of such Person, certified by an Authenticating Person of each such Loan Party as being true and correct copies thereof then in full force and effect; (B) with respect to each Borrower; (c) Agent shall have received Loan Party, a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such existence or other good standing certificate to be issued by the Secretary of State of the State of jurisdiction in which such Person was formed; (C) with respect to the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the qualification to transact business or other comparable certificate of formation of Finance Holdings, in each case, certified issued by the Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower operates a plant or distribution facility; and (D) certificates of incumbency and specimen signatures signed by the appropriate Authenticating Person with respect to each of the State of the state officers or other Persons of each Borrower’s organization within 20 days of Loan Party who are authorized to execute and deliver the date of this AgreementLoan Documents to which such Loan Party is a party; (eiii) Agent shall have received a true An opinion of Bxxxxx X. Xxxxxxxx, the Vice President and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as General Counsel of the date Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders in substantially the form of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementExhibit E; (fiv) Agent shall have received a true Copies of all Governmental Approvals, if any, required to be made or obtained by each Loan Party in connection with the execution and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby; (iiv) attesting a certificate executed by the chief executive officer, chief financial officer or treasurer of the Borrower, stating that: (a) on such date, and after giving effect to the incumbency transactions contemplated hereby, no Default or Event of Default has occurred and signatures is continuing; (b) no material adverse change in the condition (financial or otherwise), operations, business or assets of the Responsible Officers Borrower or any of its Subsidiaries, taken as a whole, has occurred since January 2, 1999 except as disclosed in public filings with the Securities and Exchange Commission since such date; (c) the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents are true and correct in all material respects on and as of such Borrower executing date with the same effect as though made on behalf and as of such Borrower date; and (d) on such date each Loan Party is in compliance with all the terms and provisions set forth in this Agreement and the other Loan DocumentsDocuments on its part to be observed and performed. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement Lender to make the initial Loan hereunder is subject to the fulfillmentconditions precedent that Lender shall have received the following, all of which must be satisfactory in form and content to the reasonable satisfaction of Agent and Lender in its counsel, of each of the following conditions (unless otherwise waived by Agent):sole discretion: (a) Agent all of the Loan Documents shall have received this Agreement and each other Loan Document, been duly executed and delivered by each Borrower and each Lenderparty thereto; (b) Agent shall have received a UCC search from the Secretary of State copy of the state Partnership Agreement in respect of each Borrower’s organizationPartnership, certified, as of the results date of which shall be satisfactory to Agentsuch Loan, as true, correct and shall have filed complete by a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrowerduly authorized partner on behalf of the Partnership; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days Partnership, certified, as of the date of this Agreementsuch Loan, such certificate to be issued by a duly authorized partner of Partnership (x) authorizing the Secretary of State execution, delivery and performance of the State Loan Documents by Partnership, and (y) certifying the incumbency and authenticity of the state signatures of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such statethe authorized partners executing the Loan Documents on behalf of Partnership; (d) Agent shall have received a true and correct copy of (i) the certificate Partnership's Certificate of incorporation Partnership and a Certificate of FS CREIT and CharterGood Standing, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state Florida as of each Borrower’s organization within 20 days of a date no more than five Business Days prior to the date of this Agreementon which the initial Loan is made; (e) Agent evidence of the issuance and effectiveness of all necessary licenses and/or approvals by the FCC and any other governmental authority having jurisdiction over radio broadcast stations and/or their facilities to construct the Station; provided, however, that the foregoing shall not require that FCC approval shall have received a true and correct copy of (i) been granted for Partnership's pending application to relocate the BylawsStation's transmitter to Hobe Sound, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;Florida. (f) Agent shall have received a true and correct copy list of the Advisory Agreementsnames of all contractors, certified by a Responsible Officer of FS CREIT as being a truesubcontractors and suppliers for the Project, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent extent that they have been designated (such contractors, subcontractors and suppliers to be reasonably acceptable to Lender), which shall be updated by Partnership from time to time at the request of Lender, and, at the board request of directors or similar governing body Lender, copies of executed contracts with such Borrower authorizing the executioncontractors, delivery, subcontractors and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent suppliers which shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, be in form and substance satisfactory to Agent and its counselLender; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwiseg) as may be soon as available copies of full building permits as required for completion of the Project; (h) as soon as available, copies of any and all construction, engineering or similar contracts executed in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution AccountProject; and (oi) evidence of the endorsement to the pertinent insurance policies naming Lender (x) as loss payee with respect to all other documents casualty coverages and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded containing customary loss payable provisions and shall be in form and substance reasonably satisfactory to Agent and its counsel(y) as additional insured for all general liability.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject to In the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each case of the following conditions (unless otherwise waived by Agent):initial Loan to be made hereunder: (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory All then applicable legal matters incident to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents shall be satisfactory to counsel for Lender. (b) Lender shall have received (i) the Business Plan and Operating Projections showing in reasonable detail and specifying any material underlying assumptions, for the subsequent 10 year period, the Borrower's anticipated revenues and expenses and projected statements of Cash Flow and information with respect to projected capital expenditures and changes in working capital over such period and (ii) attesting to the incumbency a detailed System construction and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documentsbuildout schedule. (hc) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent Lender shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel;Pro Forma. (jd) Agent Lender shall have received a certificate executed by substantially in the form of Exhibit H hereto, dated the Effective Date of the secretary of the Borrower, certifying (i) the names and true signatures of the officers authorized to sign each Loan Document to which the Borrower is a Responsible Officer party, (ii) the resolutions of each the Board of Directors of the Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with approving the transactions contemplated by the Loan Documents;, and (iii) the Borrower's by-laws. (e) Lender shall have received the favorable written opinion of special, local and regulatory counsel for the Borrower, dated the Effective Date, addressed to Lender and satisfactory to (and containing only such qualifications and limitations as are satisfactory to) counsel for Lender, which opinion shall be substantially in the form of Exhibit I-1; I-2 and I-3 attached hereto. (f) Lender shall have received the Pledge Agreement duly executed by each of the shareholders of Borrower. (g) Lender shall have received the Mortgage[s] for the premises described on Schedule 1.01 together with a lender's title commitment or policy therefor, satisfactory to Lender. (h) Lender shall have received certificates of appropriate public officials of Mississippi, dated not more than 30 days prior to the Effective Date, as to the legal existence or qualification, and good standing of the Borrower. (i) Lender shall have received the Borrower's Articles of Incorporation, as amended, modified or supplemented to the (j) Lender shall have received satisfactory evidence that its security interests in the Collateral have been properly perfected and constitute first and prior security interests subject only to Permitted Liens. (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order Lender shall be pending or overtly threatened that could reasonably be expected to have, have received loss payable endorsements substantially in the reasonable opinion form of AgentExhibit J attached hereto with respect to Borrower's insurance policies relating to the Collateral, a Material Adverse Effect;and insurance certificates from nationally recognized insurance brokers with respect to Borrower's insurance policies. (l) Agent Lender shall have completed an environmental audit of Borrower's owned and leased real property to the satisfaction of Lender. (m) Lender shall have received with respect to each of Borrower's then existing "Collection Accounts" (as defined in Section 7.04), Restricted Account Agreements substantially in the form of Exhibit K attached hereto, duly executed by Borrower and the financial institutions maintaining the "Collection Accounts". (n) Lender shall have received a Compliance Certificate landlord waiver substantially in the form of Exhibit L attached hereto and a collateral assignment of lease in form and substance satisfactory to Lender with respect to each of the Borrower's leased premises, each such document duly executed by a Responsible Officer the landlord of Administrative each such premises and each collateral assignment of lease duly executed by the Borrower;. (mo) Agent Lender shall have received a Beneficial Ownership Certification with respect to letter from Borrower substantially in the Borrowers at least two (2) Business Days prior to the Closing Date;form of Exhibit M attached hereto. (np) Agent Lender shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and Independent Consultant's Report, which shall be in form and substance reasonably satisfactory to Agent Lender. (q) Lender shall have received satisfactory evidence that the licenses, authorizations and its counselapprovals referred to in Section 3.09 have been received by the Borrower. (r) Lender shall have received the Borrower's most recent audited and unaudited financial statements. (s) Lender shall have received payment in full of the origination fee of $124,753. (t) Lender shall have received a subordination agreement in form and substance satisfactory to it from the holders of Debt described in Section 6.11(v).

Conditions Precedent to Initial Loan. This effectiveness The obligations of this Agreement is the Lenders to make Loans, and the obligation of the Issuing Bank to issue any Letter of Credit, are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, fulfillment of each of the following conditions (unless otherwise waived by Agent):on or before June 19, 2015: (a) The Administrative Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect to each the Lender Group: (i) This Agreement duly executed by the Borrower, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrower; (ciii) Agent shall have received a certificate Customary legal opinions of status with respect each Borrower dated within 20 days of the date of this AgreementWxxxxx Cxxxxxx Xxxxxxxxx & Rxxx, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organizationLLP, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the BorrowersCredit Parties, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower as well as any local counsel to the effect that such Borrower has obtained all ordersCredit Parties (if requested by the Administrative Agent), consentsaddressed to the Lender Group, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with covering the transactions contemplated by the Loan Documents; (kiv) If Loans are to be made on the Closing Date, a duly executed Request for Loan with disbursement instructions attached thereto; (v) A certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; provided that if a document referenced in clause (A) or (B) was delivered in connection with the Prior Credit Agreement, then delivery of such document shall not be required so long as the applicable Credit Party delivers an officer’s certificate certifying that no changes have been made to such document, and such document remains in full force and effect; (vi) An officer’s certificate executed by the treasurer of the Borrower certifying (A) the solvency of the Credit Parties as of the Closing Date, (B) that as of the Closing Date, both before and after the effectiveness of this Agreement and the other Loan Documents (x) all of the representations and warranties of the Credit Parties under this Agreement and the other Loan Documents are true and correct in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty is true and correct in all respects and if any such representation or warranty expressly relates to a prior date, such representation or warranty shall be so true and correct on and as of such prior date) and (y) no litigationDefault or an Event of Default is in existence, inquiry(C) that there has been no materially adverse change to the financial information and projections previously delivered to the Administrative Agent under Section 4.1(d) below, other action (D) that no change in the business, condition (financial or proceeding otherwise), results of operations, liabilities (governmental contingent or otherwise), or injunction properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2014, which change has had or other restraining order shall would be reasonably expected to have a Materially Adverse Effect, and (E) that (x) all material Necessary Authorizations are in full force and effect, are not subject to any pending or overtly threatened reversal or cancellation, and all applicable waiting periods have expired, and that could reasonably be expected to havethere is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other transaction contemplated by the Loan Documents or the conduct of the businesses and the ownership (or lease) of the Properties of the Credit Parties and (y) attached thereto are true, in the reasonable opinion correct, and complete copies of Agentall such material Necessary Authorizations, a Material Adverse Effectif any; (lvii) UCC searches from the Secretary of State of each Credit Party’s jurisdiction of incorporation or formation; (viii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (ix) Out-of-state affidavits for each Credit Party organized under the laws of the State of Florida; (x) Mutually acceptable payoff letter duly executed by the parties thereto evidencing the repayment of the indebtedness under the Prior Credit Agreement and Prior Loan Documents; and (xi) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lead Arrangers and the Administrative Agent shall have completed their financial, collateral, regulatory, and legal due diligence of the Credit Parties, and all credit investigations and background checks, and the results, form, and substance of each of the foregoing items shall be satisfactory to the Administrative Agent. (c) The Lead Arrangers and the Administrative Agent shall be satisfied that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2014, which change has had or would be reasonably expected to have a Materially Adverse Effect. (d) The Lead Arrangers shall have received and be satisfied with (i) the financial statements (including balance sheets, statements of income, and statements of cash flows) described in Section 5.1(i) and (ii) forecasts of the income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending December 31, 2019, prepared on a quarterly basis through the fiscal year ending December 31, 2016, and prepared on an annual basis for each fiscal year thereafter. (e) The Administrative Agent shall have received a Compliance Certificate duly executed by calculated as of the last day of the fiscal quarter ended March 31, 2015, demonstrating that the Borrower is in compliance with the Financial Covenants (provided, that such Compliance Certificate will be calculated on a Responsible Officer Pro Forma Basis and include a pro forma adjustment for the redemptions of Administrative BorrowerIndebtedness of the Borrower that occurred in April 2015); (mf) The Administrative Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering laws no later than five (25) Business Days prior to the Closing Date; (ng) The Administrative Agent shall have received a Control Agreement with respect to from the Distribution AccountLenders all tax forms and certificates required by Section 2.8; and (oh) all other documents and legal matters in connection with the transactions contemplated by this Agreement The Administrative Agent shall have been delivered or executed or recorded and shall be in form and substance reasonably received evidence satisfactory to the Administrative Agent and its counselthat, as of the Closing Date, the Borrower’s Rating from two of the three Rating Agencies is at least Ba1/BB+ (in each case with a stable outlook or better).

Conditions Precedent to Initial Loan. This effectiveness (a) The obligation ------------------------------------- of this Agreement the Lender to make the initial Loan is subject to the fulfillment, to condition that the reasonable satisfaction of Agent and its counsel, of Lender shall have received each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and documents, each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent the Lender: (i) the Loan and Security Agreement duly executed and delivered by the Borrowers; (ii) the Note duly executed and delivered by the Borrowers in favor of the Lender; (iii) copies of the respective partnership agreements and all other organizational documents of the Borrowers as in effect on the date hereof certified by the general partners of the Borrowers; (iv) copies of the respective written actions taken by the Borrowers to authorize the execution, delivery and performance of the Loan Documents to which the Borrowers are parties and the Borrowings under this Loan and Security Agreement certified by the general partners of the Borrowers; (v) certificates of incumbency and specimen signatures with respect to each Borrowerof the officers of the Borrowers who are authorized to execute and deliver the Loan Documents to which the Borrowers are parties; (cvi) Agent copies of each of the policies of insurance covering any of the Collateral, together with loss payable clauses which comply with the terms of Section 7.03; (vii) a Notice of Borrowing from the Borrowers to the Lender requesting the initial Loans and specifying the method of disbursement in the form attached hereto as Exhibit E; ---------- (viii) a legal description of each parcel of real property upon which any Collateral is located; (ix) the Guaranty duly executed and delivered by Xxxx Xxxxxx and Xxxxx Xxxxxx in the form attached hereto as Exhibit F; ---------- (x) the Financing Statements, duly executed and delivered by the Borrowers and the Guarantors, as the case may be; (xi) with respect to borrowing pursuant to the Interim Financing Order, the entry of the Interim Financing Order, the form and substance of which shall be acceptable to the Lender in its sole and absolute discretion, on the docket of the Bankruptcy Court and the approval by the Court of the Budget and the Supply Agreement; and with respect to borrowing pursuant to the Final Order, the entry of the Final Order on the Court's docket within 60 days of the entry on the docket of the Interim Financing Order, the form and substance of which shall be acceptable to the Lender in its sole and absolute discretion; and (xii) such other documents and instruments as the Lender may reasonably request. (b) In addition, the obligation of the Lender to make the initial Loan is subject to the condition that the Lender shall have received a certificate of status with respect each Borrower dated within 20 days of the date following, each of this Agreement, such certificate to which shall be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is satisfactory in good standing in such state; (d) Agent shall have received a true form and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting substance to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents;Lender: (i) Agent The Interim Order shall have received been entered on no less than 2-days' prior notice to parties of interest in the written opinionsCase (it being agreed that the giving of notice to counsel for the Committee, dated the date list of this Agreementthe 20 largest unsecured creditors filed pursuant to Bankruptcy Rule 1007(d), the persons who have requested notices given in the case pursuant to Bankruptcy Rule 2002 and the United States Trustee for the Eastern District of counsel to the BorrowersTennessee constitutes sufficient notice), in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with approving the transactions contemplated by herein and granting the Loan Documents; (k) no litigationSuper-Priority Claim status and liens contemplated herein, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent which Interim Order shall have received a Compliance Certificate duly executed by a Responsible Officer authorized extensions of Administrative Borrower; (m) Agent credit on an emergency basis and shall not have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Accountbeen reversed, modified, amended or stayed; and (oii) all other documents and legal matters in connection with Except to the transactions contemplated extent authorized by this Agreement the Interim Order, the Court shall have been delivered entered the Final Order, and the Interim Order or executed or recorded and the Final Order, as the case may be, shall be in form full force and substance reasonably satisfactory to Agent effect, and its counselshall not have been reversed, modified, amended or stayed.

Conditions Precedent to Initial Loan. This effectiveness The obligation ------------------------------------ of this Agreement the Bank to make its initial Loan is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):precedent that: (a) Agent The Bank shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from on or before the Secretary of State day of the state initial Borrowing the following, each dated prior to or as of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such stateday, in form and substance satisfactory to Agent with respect the Bank: (i) The Revolving Note issued by the Borrower to each Borrowerthe order of the Bank; (cii) Agent shall have received a certificate of status with respect each Borrower dated within 20 days Copies of the Articles, Certificate of Incorporation, partnership agreement or other organizational document of the Borrower, certified as of a recent date of this Agreement, such certificate to be issued by the Secretary of State of the State of the its state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateformation or incorporation; (diii) Agent shall have received a true and correct copy Copies of (i) the certificate Bylaws, if any, of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each caseBorrower, certified by the Secretary of State or an Assistant Secretary of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (eiv) Agent shall have received a true and correct copy Copies of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as resolutions of the date Board of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as Directors or other authorizing documents of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the BorrowersBorrower, in form and substance satisfactory to Agent the Bank, approving the Loan Documents and its counselthe Borrowings hereunder; (jv) Agent shall have received a An incumbency certificate executed by the Secretary or an Assistant Secretary of the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) a Responsible Officer guaranty executed by Southwest in the form attached hereto as Exhibit C; --------- (vii) Executed copies of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (kviii) no litigationOpinion from Borrower's counsel substantially in the form of Exhibit B hereto; --------- (b) The Bank shall have completed its due diligence review of the Borrower, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order and the scope and results thereof shall be pending or overtly threatened that could reasonably be expected satisfactory to have, Bank in the reasonable opinion of Agent, a Material Adverse Effectits discretion; (lc) Agent All information previously furnished by Borrower to Bank shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrowerbe true and correct in all material respects; (md) Agent All fees required to be paid at closing shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Datebeen paid; (ne) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents All corporate and legal matters proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be reasonably satisfactory in content, form and substance reasonably satisfactory to Agent the Bank and its counsel, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; and (f) Nothing shall have occurred and the Bank shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Bank, or on the ability of the Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Lender to make the initial Loan is subject to the fulfillment, following conditions precedent having been satisfied in a manner satisfactory to the reasonable satisfaction Lender: (a) The Lender’s receipt of Agent fully executed documentation, including the Chain-of-Title Documents, evidencing that the Borrower owns all rights in and to the Series, in perpetuity, throughout the world and all rights in connection therewith, including, without limitation, the rights which are the subject of the Netflix License Agreement, and that all payments for such rights have been paid and all reversionary rights, if any, have been fully, finally and unconditionally terminated; (b) All appropriate documents (including Form PA or Form CO) evidencing the Borrower’s rights in and to the Literary Property, have been duly submitted to and accepted for recordation in all appropriate governmental offices, including the United States Registrar of Copyrights, accompanied by the required filing fees; (c) All appropriate documents evidencing that the Lender’s Lien in the Collateral and evidencing all other Liens granted to the Lender in connection herewith, including the Copyright Mortgages, have been duly submitted to and accepted for recordation in all appropriate governmental offices, including the United States Registrar of Copyrights and the Secretary of State of California, accompanied by the required filing fees; (d) An examination of the records of the United States Copyright Office and the Secretary of State of California, and any other appropriate governmental office, and a copyright and title search report on Season Two approved by the Lender and its counsel, reveals no interest of each of any Person which is contrary to the following conditions (unless otherwise waived by Agent):rights granted to the Lender hereunder or under any other Loan Documents; (ae) Agent The Lender shall have received this Agreement and each other Loan Documentall of the items listed in Schedule 5 hereto, together with all exhibits, attachments and supplementary documents that are not elsewhere identified in this Section 5.1, all in form and substance approved by the Lender, and executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from all parties thereto when the Secretary nature of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementitems so requires; (f) Agent The Borrower shall have received a performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents that are required to be performed or complied with by any such Person before or on the Closing Date, and all representations and warranties made by any such Person hereunder and/or in the other Loan Documents shall be true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementClosing Date as if made on such date; (g) Agent No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the Loans to be made on such date; (h) The Borrower shall have paid (or shall have provided for such payments in the initial Loan) all Attorney Costs, the Loan Fee, and all other fees and expenses of the Lender incurred in connection with any of the Loan Documents due hereunder to the Lender and to other Persons on or prior to the Closing Date; (i) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower, Genius Brands, Netflix or the Completion Guarantor pending or threatened before any court, governmental agency, or arbitrator that might reasonably be expected to have a material adverse effect upon the business, operations, property, prospects or condition (financial or otherwise) of the Borrower, Genius Brands, Netflix or the Completion Guarantor or upon the creditworthiness of any such Person or that purport to affect the legality, validity, or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby and, upon request, the Lender shall have received a certificate of a Responsible Officer manager or authorized officer of the Borrowers Borrower, Genius Brands, Netflix or the Completion Guarantor (ias appropriate) attesting to such effect; (j) The Borrower has opened the Collection Account and the Production Bank Account; (k) The Borrower has opened the Cash Collateral Account and has deposited $400,000 therein; (l) The Completion Guarantor has issued the Completion Guaranty which specifies a Strike Price, which, after all credits thereto, does not exceed the Available Commitment, calculated as of the Closing Date; (m) The Lender shall have received fully signed copies of the Netflix License Agreement and the Netflix License Notice of Assignment, the terms of which are acceptable to the written consent Lender and its counsel; (n) Each of the board of individual producers, directors or similar governing body of such Borrower authorizing and actors shall have executed his/her actor’s, director’s and producer’s agreement, as appropriate and as required by the execution, delivery, and performance Completion Guarantor; (o) All proceedings taken in connection with the execution of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the all other Loan Documents., and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Lender; (hp) Agent shall have received full payment Receipt and satisfactory review by the Lender of all of information required to complete the out-of-pocket fees, costs, and expenses of Agent Lender’s know your customer process; and (including q) Such other documents as the reasonable and documented fees and expenses of Agent’s counsel) incurred Lender may reasonably request in connection with order to effect fully the preparation, negotiation, execution, and delivery purposes of this Agreement and the other Loan Documents; (i) Agent . The acceptance by the Borrower of any Loans made on the Closing Date shall have received be deemed to be a representation and warranty made by the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that all of the conditions to the making of such Borrower has obtained all ordersLoans set forth in Subsections 5.1(a) – (q) have been satisfied, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect same effect as delivery to the Borrowers at least two (2) Business Days prior to Lender of a certificate signed by an authorized officer or signatory of the Borrower, dated the Closing Date; (n) Agent shall have received a Control Agreement with respect , to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselsuch effect.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement is subject the Lender to make its initial Loan shall not become effective until the fulfillment, to the reasonable satisfaction of Agent and its counsel, of date on which each of the following conditions is satisfied (unless otherwise or waived by Agentin accordance with Section 14): (ai) Agent the Lender shall have received this Agreement and each other Loan DocumentNote, duly executed and delivered by each Borrower the Borrower; and (ii) the Lender shall have received the Master Agreement, duly executed and each Lenderdelivered by all parties thereto; (biii) Agent the Lender shall have received a UCC search from the Secretary of State copy of the state of each Borrower’s organization, the results of which shall be satisfactory to AgentDMG Note, and the original of the DMG Note shall have filed by duly executed and delivered by the Borrower to the DMG Entities, and the conditions precedent for the funding of the initial loan under the DMG Note shall have been satisfied (or waived in accordance with Section 14 of the DMG Note); (iv) the Lender shall have received the General Security Agreement, duly executed and delivered by all parties thereto; (v) the Lender shall have received the Software Security Agreement, duly executed and delivered by all parties thereto; (vi) the Lender shall have received the Source Code Escrow Agreement, duly executed and delivered by all parties thereto, and the Borrower shall have delivered the source code for the Software (as such term is defined in the Master Agreement) to the Lender pursuant to the provisions of the Source Code Escrow Agreement; (vii) the Lender shall have received financing statements, as appropriate, sufficient to perfect the security interests created by the Security Documents; and (viii) the Lender shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving the Loans, this Note, and the Security Documents, and all other documents executed in connection herewith, if any, to which the Borrower is a UCC-1 financing statement in such state, in form party and substance satisfactory to Agent evidencing corporate authorization with respect to each Borrowersuch documents; (cix) Agent the Lender shall have received a certificate of status with respect each Borrower dated within 20 days the secretary or an assistant secretary of the date Borrower certifying (A) the name, title and true signature of this Agreement, such certificate to be issued by the Secretary of State each officer of the State of Borrower authorized to execute this Note and the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and CharterSecurity Documents, and (ii) that attached thereto is a true and complete copy of the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State incorporation and bylaws of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting amended to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, deliverydate, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Accountrecent good standing certificate; and (ox) all other documents and legal matters in connection with the transactions contemplated by this Agreement Lender shall have been delivered or executed or recorded and shall be in form and substance received an opinion of counsel addressed to the Lender covering such matters as the Lender may reasonably satisfactory to Agent and its counselrequest.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement Each Lender’s obligation to make the initial Loan is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) condition precedent that Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statereceived, in form and substance satisfactory to Agent, such documents, and completion of such other matters, as Agent with respect may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed signatures to each Borrowerthis Agreement; (b) duly executed original signatures to the Warrant; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of duly executed signatures to the date of this IP Security Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received duly executed signatures to a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State Subordination Agreement with respect to convertible notes outstanding as of the State of the state of each Borrower’s organization within 20 days of the date of this AgreementClosing Date; (e) Agent shall have received a true and correct copy of (iduly executed signatures to the Account Control Agreement(s) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementrequired under Section 6.6(b); (f) Agent shall have received a true and correct copy certificate of the Advisory AgreementsBorrower, certified duly executed by a Responsible Officer Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of FS CREIT as being Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a true, correct and complete copy thereof, as in effect as schedule of the date of this Agreementincumbency; (g) Agent shall have received a certificate the Perfection Certificate of a Responsible Officer of Borrower Representative, together with the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.duly executed signature thereto; (h) Agent shall have received evidence satisfactory to Agent, that the insurance policies and endorsements required by Section 6.5 are in full payment of all of the out-of-pocket fees, costs, force and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documentseffect; (i) Agent shall have received the written opinions, dated the date of this Intercreditor Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate copies of the executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained Revolving Loan Agreement and all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documentsrelated loan documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable a legal opinion of Agent, a Material Adverse Effectcounsel to Borrower Representative; (l) Agent Borrower Representative shall have received a Compliance Certificate duly executed by a Responsible Officer after the Closing Date net cash proceeds from the issuance of Administrative Borrowerpreferred stock or Subordinated Debt (not including proceeds from the conversion or cancellation of Indebtedness) in an aggregate amount of at least $10,000,000, and shall have provided evidence thereof reasonably satisfactory to Agent; (m) Agent shall have received a Beneficial Ownership Certification with respect evidence reasonably satisfactory to the Borrowers Agent that Borrower Representative has achieved Revenue of at least two (2) Business Days prior to $[***] during the Closing Date;period from October 21, 2018 through March 31, 2019, while maintaining Yielded BOM Margin of not less than [***] during such period; and (n) Agent shall have received a Control Agreement with respect to payment of the Distribution Account; and (oclosing fee as specified in Section 2.4(a) all other documents and legal matters Lender Expenses then due as specified in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselSection 2.4(d).

Conditions Precedent to Initial Loan. This effectiveness The obligation of Lender to make the initial extension of credit and to issue the initial Letter of Credit under this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counselLender’s satisfaction, of each of the following conditions (unless otherwise waived by Agent):precedent: (a) Agent Lender shall have received this Agreement each of the following, in each case in form and substance satisfactory to Lender: (i) A copy of the organizational documents of each Credit Party and Guarantor and all amendments thereto, accompanied by the certificate of the appropriate Governmental Authority of such Person’s jurisdiction of organization bearing a recent date acceptable to Lender, to the effect that such copy is correct and complete and that such Person is duly organized and validly existing in such jurisdiction; (ii) Certification by the appropriate Governmental Authority, bearing a recent date acceptable to Lender, to the effect that each Credit Party and Guarantor is in good standing and qualified to transact business in its jurisdiction of organization and in each other jurisdiction where it transacts business where failure to be so qualified or maintain such good standing could not reasonably be expected to have a Material Adverse Effect; (A) a copy of the bylaws or similar governing document of each Credit Party and Guarantor and all amendments thereto, (B) certification of the name, signature and incumbency of all officers of such Person who are authorized to execute any Loan DocumentDocument or, with respect to Borrower Representative, request Loans and (C) a copy of authorizing resolutions approving the transactions contemplated by the Loan Documents, and authorizing and directing an officer or officers of such Person to sign and deliver all Loan Documents to be executed by it, duly adopted by such Person’s board of directors or similar governing body, all accompanied by a certificate from a secretary or a Responsible Officer of such Person dated as of the Agreement Date to the effect that each such item is true and delivered complete and in full force and effect as of the Agreement Date; (iv) This Agreement, duly executed by each Borrower and Guarantor; (v) Evidence of insurance in compliance with the requirements of this Agreement; (vi) All Collateral Access Agreements and other third-party waivers, subordinations and consents as are required hereunder; (vii) A Subordination Agreement with respect to any Debt proposed by Credit Parties as Subordinated Debt and a copy of the instrument and other documents evidencing, securing or otherwise relating to any such Debt; (viii) An executed Guaranty Agreement from Guarantor, pursuant to which Guarantor guaranties the payment and performance of all of Borrowers’ Obligations; (ix) An executed Guaranty Agreement from Individual Guarantor, pursuant to which Individual Guarantor guaranties the payment and performance of Borrowers’ Obligations to the extent provided in such Guaranty Agreement; (x) A security agreement in respect of Proprietary Rights from each Credit Party and Guarantor owning any Proprietary Rights; (xi) An executed Pledge Agreement from Digirad, Digirad Health, DMS Health, DMS Imaging, PR Holding, and PR Acquisition; (xii) [Reserved]; (xiii) A payoff letter executed by Comerica Bank, in form and substance acceptable to Lender, together with such UCC termination statements, releases of Liens and other instruments, documents and agreements necessary or appropriate to terminate any Liens in favor of Comerica Bank securing the Debt owing to Comerica Bank which is to be indefeasibly paid in full on or prior to the Agreement Date, as Lender may request, duly executed and otherwise in form and substance satisfactory to Lender; (bxiv) Agent An executed Perfection Certificate from each Credit Party and Guarantor; (xv) A disbursement letter executed by Borrower Representative to Lender setting forth therein the flow of funds information for the initial Loans and extensions of credit made by the Lender, which such letter shall have received a UCC search from include the Secretary of State of the state of each Borrower’s organizationname of, the results of which shall amount to be satisfactory to Agentsent to, and the wiring instructions for each such party receiving Loan proceeds, and shall be in form acceptable to Lender; (xvi) All certificates of title covering any portion of the Collateral for which certificates of title have filed been issued, together with executed applications for corrected certificates of title, notation of Lender’s Lien and other such documentation and related information as may be requested by Lender, together with a UCC-1 financing statement fully-executed, notarized power of attorney authorizing Lender or a service company designated by Lender to perfect Liens in favor of Lender; (xvii) Evidence satisfactory to Lender that all taxes owing to each taxing authority that has a tax lien on any property of any of the Credit Parties have been paid in full; (xviii) A net orderly liquidation value appraisal and a forced liquidation value appraisal of Borrowers’ Equipment and Rolling Stock, each prepared by a credentialed appraiser acceptable to Lender; (xix) UCC-3 termination statements, partial releases or such stateother releases as may be required by Lender with respect to the Collateral; (xx) Copies of Parent’s consolidated financial statements for the Fiscal Year ending December 31, 2017 audited by Parent’s independent certified public accountants; (xxi) Copies of the interim unaudited consolidated financial statements of the Parent and its Subsidiaries for the period ending December 31, 2018; (xxii) Copies of the Credit Parties’ and Guarantor’s forecasts and projections for the period specified by Lender, in form and substance reasonably satisfactory to Lender; (xxiii) Opinions of counsel for each Credit Party and Guarantor, respectively, in form and substance satisfactory to Agent with respect to each BorrowerLender; (cxxiv) Agent shall have received a certificate of status with With respect each Borrower dated within 20 days of to the date of this Agreementinitial Revolving Loan, such certificate to be issued an executed Borrowing Notice as required by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (dSection 2.2(a) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance HoldingsBorrowing Base Certificate as required by Section 8.5(a), in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative BorrowerBorrower Representative; (mxxv) Agent An appraisal of the Inventory in form and substance acceptable to Lender in its sole discretion; (b) Lender shall have received satisfactory evidence that Availability, after giving effect to (i) the initial Revolving Loans and LC Obligations (if applicable), (ii) payment of all fees and Lender Expenses required to be paid hereunder, (iii) payment of all taxes due and owing and (iv) payment of all trade indebtedness such that no trade indebtedness is sixty (60) days or more past due, will be in an amount equal to or greater than $4,000,000; (c) A field examination of the Credit Parties, Guarantor and the Collateral satisfactory to Lender shall have been completed and delivered to Lender; (d) Credit Parties and Guarantor shall have established cash proceeds management pursuant to Section 5.3 and confirmed that Credit Parties’ and Guarantor’s reporting systems are acceptable to Lender; (e) Lender shall have filed all financing statements as required to perfect Lender’s Liens in all Collateral with respect to which perfection can be achieved by filing a Beneficial Ownership Certification financing statement, and shall have received evidence or other confirmation of such filing, satisfactory to Lender; (f) Lender shall have received satisfactory reference checks with respect to the Borrowers at least two (2) Business Days prior to the Closing Datesenior management of each Credit Party and Guarantor; (ng) Agent Lender shall have received a Control completed confirmation of Borrowers’ Accounts, via telephone or otherwise, and the results of such confirmation shall be satisfactory to Lender; (h) Credit Parties and Guarantor shall have paid all Lender Expenses owed by them as of the Agreement with respect to the Distribution AccountDate; and (oi) all other documents All legal and legal business matters in connection with the transactions transaction contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselLender.

Conditions Precedent to Initial Loan. This The effectiveness of this Agreement is and obligations of Bank to make any initial Loan are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent condition precedent that Bank shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from all the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect to each BorrowerBank: (a) this Agreement, duly executed by Xxxxxxxx; (b) the Term B Note, duly executed by Xxxxxxxx; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days such reaffirmations of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateExisting Loan Documents as Bank may reasonably require; (d) Agent copies of UCC (or equivalent), tax and judgment lien search reports listing all financing statements and other encumbrances which name Borrower or a Guarantor (under its present name and any previous name) and which are filed in the jurisdictions in which Borrower or a Guarantor is located, organized or maintains collateral, together with copies of such financing statements (none of which shall have received a true and correct copy of (i) cover the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified collateral purported to be covered by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Security Agreement); (e) Agent shall have received a true evidence that all other actions necessary or, in the opinion of Bank, desirable to enable Bank to ensure the continuous perfection and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as priority of the date of this Liens created by the Security Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementhave been taken; (f) Agent shall have received a true the Organizational Documents of Borrower and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementGuarantors; (g) Agent shall have received a certificate such certificates of a Responsible Officer resolutions or other action, incumbency certificates and/or other certificates of the Borrowers (i) attesting officers of Borrower and Guarantors as Bank may require evidencing the identity, authority and capacity of each officer thereof authorized to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of act as an officer in connection with this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such which Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.or a Guarantor is a party; (h) Agent shall have received full payment such documents and certificates as Bank may reasonably require to evidence that Borrower and Guarantors are duly organized or formed and that each is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of all properties or the conduct of the out-of-pocket feesits business requires such qualification, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel except to the Borrowers, in form and substance satisfactory extent that failure to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that do so could not reasonably be expected to have, in the reasonable opinion of Agent, have a Material Adverse Effect; (li) Agent evidence that the costs and expenses (including, without limitation, attorneys’ fees) referred to in Section 2.06(e) and Section 7.04, to the extent incurred and invoiced, shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrowerbeen (or will be simultaneously with the initial Loan hereunder) paid in full; (mj) Agent shall have received a Beneficial Ownership Certification with respect satisfactory review by Bank of any pending litigation relating to the Borrowers at least two (2) Business Days prior to the Closing DateBorrower and its Guarantors; (nk) Agent shall true and correct copies of all MusclePharm Acquisition Documents and evidence that all court approvals necessary to consummate the MusclePharm Acquisition have received a Control been obtained and are in full force and effect; and Second Amended and Restated Credit Agreement with respect to the Distribution Account; andFitLife Brands (ol) all such other agreements, instruments, opinions and documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance as Bank may reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement each Lender to make available its Commitment Percentage of the initial Loan to be made to the Borrower hereunder is subject to the fulfillment, to condition precedent that the reasonable satisfaction of Administrative Agent and its counselthe Lenders shall have received, of in form and substance reasonably satisfactory to each of the following conditions (unless otherwise waived by Administrative Agent):, the Lenders and their counsel, the following: (a) Agent shall have received this Agreement and each other Loan Documentthe Notes, duly executed and delivered by each Borrower and each Lenderthe Borrower; (b) Agent shall have received a UCC search from certificates of the Secretary of State or an Assistant Secretary of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent Borrower with respect to each resolutions of the Borrower's Board of Directors authorizing the execution and delivery of this Agreement, the Notes, the Intercreditor Agreement and the other Loan Documents to which the Borrower is or is to become a party (all as contemplated hereby), and identifying the officers of the Borrower authorized to execute, deliver and take all other actions required under this Agreement or under any of the other Loan Documents to which the Borrower is or is to become a party, and attesting to the signatures of such officers; (c) Agent shall have received a certificate the Certificate of status with respect each Borrower dated within 20 days Incorporation of the date Borrower and all amendments and supplements thereto, filed in the office of this Agreement, such certificate to be issued by the Secretary of State of the State of the state Delaware, each certified by such Secretary of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateState as being a true and correct copy thereof; (d) Agent shall have received the By-Laws of the Borrower and all amendments and supplements thereto, each certified by the Secretary or an Assistant Secretary of the Borrower as being a true and correct copy of thereof; (ie) the a certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of Delaware as to the state Borrower's legal existence and good standing in such State and listing all documents on file in the office of each such Secretary of State with respect to the Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) the Subsidiary Guaranty Agreement, duly executed and delivered to the Administrative Agent shall have received a true and correct copy by each Guarantor Subsidiary, substantially in the form of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementEXHIBIT D; (g) Agent shall have received a certificate an opinion, substantially in the form of a Responsible Officer of the Borrowers (i) attesting EXHIBIT G, addressed to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement Administrative Agent and the other Loan Documents and (ii) attesting Lenders from special counsel to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.Guarantor Subsidiaries; (h) Agent shall have received full payment of all by the Borrower of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counselclosing fee referred to in SECTION 2.3(b) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan DocumentsAdministrative Agent's fees referred to in SECTION 2.3(c), all as provided by the letter of agreement, dated as of the date hereof, among the Borrower and the Agents; (i) payment by the Borrower of all costs and expenses of the Administrative Agent shall have received (including fees of the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its Administrative Agent's special counsel); (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect Secretary or Assistant Secretary of Harcourt General certifying that such Borrower (i) Harcourt General has obtained and is in possession of all orders, consents, approvalscapital stock or other certificates or instruments evidencing the Pledged Collateral and all appropriate stock or other powers duly endorsed in blank, and (ii) has taken all other authorizations and has made all filings and other notifications (governmental steps necessary or otherwise) as may be required advisable to perfect its security interests in connection with uncertificated Equity Interests constituting a part of the transactions contemplated by the Loan DocumentsPledged Collateral; (k) no litigationthe Intercreditor Agreement, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected duly executed and delivered to have, in the reasonable opinion of Agent, a Material Adverse EffectAdministrative Agent by Harcourt General and the Borrower; (l) Agent shall have received a Compliance Certificate copies of the Harcourt General Documents and all amendments and supplements thereto, duly executed and delivered by the Borrower and Harcourt General, each certified by the Secretary or Assistant Secretary of the Borrower as being a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect true and accurate copy thereof and each to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to the Agents; (m) an opinion addressed to the Administrative Agent and the Lenders from the General Counsel of Harcourt General, substantially in the form of EXHIBIT H; (n) an opinion addressed to the Administrative Agent and the Lenders from Bingxxx Xxxx XXX, special counsel to the Administrative Agent, substantially in the form of EXHIBIT I; and (o) such other documents, and completion of such other matters, including termination of the Revolving Credit Agreement, dated as of March 24, 1994, among the Borrower, the lenders party thereto, and BankBoston, as agent, and the payment in full by the Borrower of all of its counselunpaid obligations thereunder, as the Administrative Agent or special counsel for the Administrative Agent or as counsel for any of the Lenders may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Loan. This effectiveness The obligation of Lenders to make the initial extension of credit under this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counselAdministrative Agent’s satisfaction, of each of the following conditions precedent on or before the date that is five (unless otherwise waived by Agent):5) Business Days after the Agreement Date: (a) Administrative Agent shall have received each of the following, in each case with respect to each Borrower and in form and substance satisfactory to Administrative Agent: (i) With respect to each Obligor, a copy of its organizational documents and all amendments thereto, accompanied by a certificate of the appropriate Governmental Authority of its jurisdiction of organization bearing a current date acceptable to Administrative Agent, to the effect that such copy is correct and complete and that it is duly organized and validly existing in such jurisdiction; (ii) With respect to each Obligor, certification by the appropriate Governmental Authority of its jurisdiction of organization, bearing a current date acceptable to Administrative Agent, to the effect that it is in good standing and qualified to transact business in such jurisdiction and in each other jurisdiction where it transacts business; (iii) With respect to each Obligor, (A) a copy of its bylaws or similar governing document and all amendments thereto, (B) certification of the name, signature and incumbency of all officers who are authorized to execute any Loan Document or request Loans on is behalf and (C) a copy of authorizing resolutions approving this Agreement and each the other Loan Document, Documents to be executed and delivered by it, authorizing the transactions contemplated thereby, and authorizing and directing a named officer or officers to sign and deliver all Loan Documents to be executed by it, duly adopted by its board of directors or similar governing body, all accompanied by a certificate from an authorized officer dated as of the Agreement Date to the effect that each such item is true and complete and in full force and effect as of the Agreement Date; (iv) This Agreement, duly executed by each Obligor; (v) A guaranty of payment by each Subsidiary of Parent (if any) other than Borrowers, duly executed by an authorized officer of such Subsidiary; (vi) Evidence of insurance in compliance with the requirements of this Agreement; (vii) All third-party waivers, subordinations and consents as may be required by Administrative Agent with respect to any Collateral located on premises not owned by such Borrower; (viii) A Subordination Agreement with respect to any Debt proposed by such Borrower as Subordinated Debt and a copy of the instrument evidencing any such debt; (ix) If requested by Administrative Agent, a security agreement in respect of Proprietary Rights, in form sufficient for filing in the United States Patent and Trademark Office; (x) A deposit account control agreement establishing Control in favor of Administrative Agent with respect to such Deposit Accounts and Investment Property as may be requested by Administrative Agent; (xi) Evidence satisfactory to Administrative Agent that Aggregate Availability, after giving effect to the initial Revolving Loans and the Term Loans and application of the proceeds thereof, the payment of all taxes then due and payable by each Obligor, all fees then due and payable under Section 4.3 and all Lender Party Expenses then due and payable and provision for reducing trade Debt to within 30 days of terms, is equal to or greater than $500,000; (xii) An appraisal of the NOLV of each Borrower’s Inventory, prepared by a credentialed appraiser acceptable to Administrative Agent; (A) A partial release letter agreement from PNC Bank, National Association, addressed to Sellers (and allowing Agent to rely thereon), committing to release its Liens in the Purchased Assets upon payment by or for the account of Sellers of a specified cash amount according to specified payment instructions, in each case as provided therein, and (B) UCC-3 termination statements, partial releases or such other releases with respect to other Liens, if any, as may be required by Administrative Agent with respect to the Collateral; (xiv) Current tax returns for Parent and its Subsidiaries; (xv) A copy of the final execution version of the Asset Purchase Agreement, with all schedules and exhibits (which shall be attached to the closing certificate required by Section 7.1(a)(xxiii), and each Lenderother agreement, instrument or document executed or delivered in connection with the Asset Purchase Agreement as may be requested by Administrative Agent; (xvi) Evidence satisfactory to Administrative Agent and its counsel (i) that all conditions precedent to the closing of the Acquisition have occurred other than the funding of the purchase price thereunder, (ii) that Sellers have executed and are committed to deliver bills of sale transferring to Apace I, Apace II and Parent, as applicable, the Purchased Assets, and all other instruments or agreements required to be delivered by Sellers pursuant to the Asset Purchase Agreement, subject only to payment of the cash amount of the purchase price payable under the Asset Purchase Agreement and (iii) confirming the cash amount of the purchase price payable under the Asset Purchase Agreement; (xvii) Copies of audited financial statements for Parent and its Subsidiaries for the Fiscal Year ending December 31, 2010; (xviii) Copies of unaudited financial statements for Parent and its Subsidiaries for the period ending March 31, 2012; (xix) An opening consolidated and consolidating balance sheet for Parent and its Subsidiaries, as of the Agreement Date and after giving effect to the Acquisition; (xx) An opinion of counsel for Obligors, in form and substance satisfactory to Administrative Agent; (xxi) A request for each Loan requested by a Borrower as part of such initial extension of credit and, with respect to any Revolving Loans, each related Borrowing Base Certificate as required by Section 9.5(a), in each case duly executed by a Responsible Officer; (xxii) Projections of the financial results of Obligor’s operations, after giving effect to the Acquisition, for the period from the Agreement Date through December 31, 2012, presented on a monthly basis; (xxiii) a closing certificate in form and substance satisfactory to Administrative Agent executed by a Responsible Officer, dated and delivered on the Agreement Date, (A) certifying that, as of the Agreement Date, (i) all of the representations and warranties made by Obligors under this Agreement are true and correct in all material respects as of the Agreement Date (except to the extent, if any, that any such representations and warranties relate solely to an earlier date), (ii) no Default or Event of Default has occurred and is continuing, (iii) Aggregate Availability, after giving effect to the initial Revolving Loans and the Term Loans and application of the proceeds thereof, the payment of all taxes then due and payable by each Obligor, all fees then due and payable under Section 4.3 and all Lender Party Expenses then due and payable and provision for reducing trade Debt to within 30 days of terms, is equal to or greater than $500,000, and (B) attaching true and correct copies of (i) each of the insurance certificates and endorsements thereto evidencing all insurance coverage required by this Agreement, and (ii) a copy of the final execution version of the Asset Purchase Agreement with all related exhibits and schedules thereto, together with each other agreement, instrument or document executed or delivered in connection with the Asset Purchase Agreement as may be requested by Administrative Agent; (xxiv) the Initial Funding Date Certificate, dated as of and delivered to Administrative Agent on the Initial Funding Date; (xxv) copies of appropriate documents to effect the name changes referenced in Section 9.21; (xxvi) a letter agreement from Israel Discount Bank addressed to Agent confirming that that all of such institution’s Liens on the assets of the Obligors shall be automatically released and all Debt owing by any Obligor to such institution shall have been paid in full, in each case, upon the receipt by Israel Discount Bank of a specified dollar amount; and (xxvii) stock certificates representing all the outstanding Equity Interests issued by each Subsidiary owned by or on behalf of any Obligor as of the Agreement Date and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates. (b) Each Borrower shall have established cash proceeds management and Control with respect to all Deposit Accounts in which proceeds of Accounts will be deposited, pursuant to Section 6.3 and confirmed that such Borrower’s reporting systems are acceptable to Administrative Agent; (c) Administrative Agent shall have filed all financing statements as required to perfect Administrative Agent’s Liens in all Collateral with respect to which perfection can be achieved by filing a financing statement, and shall have received evidence or other confirmation of such filing, satisfactory to Administrative Agent; (d) Administrative Agent shall have received a UCC search from the Secretary of State of the state of satisfactory reference checks with respect to each Borrower’s organizationsenior management; (e) Administrative Agent shall have completed a satisfactory field examination of Borrowers and the Collateral, including verification of projected cost savings of at least $1,200,000 after giving effect to the Acquisition, the results of which shall be satisfactory to Administrative Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower; (cf) Administrative Agent shall have received conducted a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state confirmation of each Borrower’s organizationAccounts, which certificate and the results of such confirmation shall indicate that such Borrower is in good standing in such statebe satisfactory to Administrative Agent; (dg) To the extent requested by Administrative Agent, Administrative Agent shall have received reviewed a true and correct copy of (i) all material customer and vendor agreements and contracts for each Borrower’s operations, including Real Property leases, after giving effect to the certificate of incorporation of FS CREIT and CharterAcquisition, and the results thereof shall be satisfactory to Administrative Agent; (iih) To the certificate extent requested by Administrative Agent, Obligors shall have delivered to Administrative Agent copies of formation of Finance Holdings, in each case, certified by all license agreements material to the Secretary of State of the State of the state operation of each Borrower's business (after giving effect to the Acquisition), which shall not prohibit, or restrict or otherwise impair Administrative Agent’s organization within 20 days rights, as secured party, to dispose of the date of any Borrower’s inventory pursuant to this Agreement; (ei) Administrative Agent shall have received a true and correct copy of (i) be satisfied that upon giving effect to the Bylawsinitial Loans, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent Borrowers shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of paid all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, Lender Party Expenses due and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counselpayable; (j) Administrative Agent shall be satisfied that upon funding the initial Loans, all amounts required to effect the full payment of the aggregate cash amount of the purchase price payable under the Asset Purchase Agreement shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) been funded as may be required in connection with the transactions contemplated by the Loan Documents;Asset Purchase Agreement (or deposited with Administrative Agent for funding as required by the Asset Purchase Agreement); and (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents All legal and legal business matters in connection with the transactions transaction contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselAdministrative Agent.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject The Backstop Lenders shall have no obligation to make the Loans hereunder unless and until all matters incident to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each consummation of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which transactions contemplated herein shall be satisfactory to the Majority Backstop Lenders and the Administrative Agent, and the following conditions shall have filed a UCC-1 financing statement in such statebeen satisfied (or waived by the Majority Backstop Lenders), and the Majority Backstop Lenders and the Administrative Agent shall have, as applicable, received, reviewed, and approved the following documents and other items, appropriately executed when necessary and, where applicable, acknowledged by one or more authorized officers of the Borrower and the Guarantors, all in form and substance satisfactory to the Majority Backstop Lenders and the Administrative Agent with respect and dated, where applicable, of even date herewith or a date prior thereto and acceptable to each Borrower;the Majority Backstop Lenders and the Administrative Agent. (ca) the Administrative Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true duly executed and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date delivered counterparts of this Agreement; (eb) the Administrative Agent shall have received a true and correct copy of (i) the BylawsNotes, certified if requested by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementany Lender pursuant to Section 2.8(a); (fc) the Administrative Agent shall have received a true and correct copy copies of the Advisory Agreementsarticles of incorporation or certificate of formation, certified as applicable, and all amendments thereto and the bylaws or limited liability company agreement, as applicable, and all amendments thereto of the Borrower and each Guarantor, accompanied by a Responsible Officer certificate issued by the secretary or an assistant secretary of FS CREIT as being a truethe Borrower and each Guarantor, to the effect that each such copies are correct and complete copy thereof, as in effect as of the date of this Agreementcomplete; (gd) the Administrative Agent shall have received a certificate certificates of a Responsible Officer incumbency and signatures of all officers of the Borrowers Borrower and each Guarantor who are authorized to execute Loan Documents on behalf of the Borrower or such Guarantor, each such certificate being executed by the secretary or an assistant secretary of the Borrower or such Guarantor; (ie) attesting the Administrative Agent shall have received copies of corporate resolutions approving the Loan Documents and authorizing the transactions contemplated herein and therein, duly adopted by the board of directors of the Borrower and each Guarantor, accompanied by certificates of the secretary or an assistant secretary of the Borrower and each Guarantor to the written effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of the Borrower or similar governing body of such Borrower authorizing Guarantor and that such resolutions constitute all the executionresolutions adopted with respect to such transactions, deliveryhave not been amended, modified, or revoked in any respect, and performance are in full force and effect as of the Closing Date; (f) the filing of the Bankruptcy Cases with the Bankruptcy Court shall have occurred; (g) within three (3) Business Days after the Petition Date, the Interim Order in form and substance reasonably satisfactory to the Majority Backstop Lenders authorizing and approving the DIP Facility and the transactions contemplated hereby shall have been entered by the Bankruptcy Court, and such order shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Majority Backstop Lenders (not to be unreasonably withheld or delayed), and the Borrower and its Subsidiaries shall be in compliance in all material respects with the Interim Order; (h) all filed “first day motions” and First Day Orders entered at the time of commencement of the Bankruptcy Cases shall be reasonably satisfactory in form and substance to the Majority Backstop Lenders; (i) [Reserved]; (j) the Administrative Agent shall have received a 13-week budget, containing line items of sufficient detail to reflect Borrower’s projected Receipts and Operating Disbursements for such thirteen-week period, in form and substance reasonably acceptable to the Majority Backstop Lenders and attached hereto as Exhibit IX (the “Initial Budget”), together with a certificate of a Financial Officer of the Borrower stating that such Initial Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by Borrower and each Guarantor to be reasonable at the time made and from the best information then available to Borrower and each Guarantor; (k) the Administrative Agent shall have received the Debtors’ executed counterparts of the RSA, which shall be in form and substance satisfactory to the Debtors and the Majority Backstop Lenders in their sole discretion; (l) since December 31, 2014, no event shall have occurred that results in a Material Adverse Effect; (m) other than as set forth in Schedule 5.27, the Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments and the Guaranty, and the Majority Backstop Lenders shall be satisfied that the Administrative Agent has been granted, and holds for the benefit of the Secured Parties, a perfected Lien on, and security interest in, all of the Collateral, subject to the priorities set forth in the DIP Order and to the Carve Out, and the Administrative Agent shall have received any such documents as it or the Majority Backstop Lenders may reasonably request in connection with the creation, perfection and priority of its Lien and security interest; (n) the Administrative Agent shall have received certificates dated as of a recent date prior to the Closing Date from the appropriate Governmental Authority evidencing the existence or qualification and good standing of the Borrower and each Guarantor in the Borrower’s or Guarantor’s jurisdiction or formation; (o) [Reserved]; (p) [Reserved]; (q) [Reserved]; (r) [Reserved]; (s) the Administrative Agent shall have received evidence satisfactory to the Majority Backstop Lenders that all governmental and third party approvals necessary in connection with the continuing operations of the Borrower and its Subsidiaries and the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby; (t) the Administrative Agent shall have received the results of lien, judgment and other customary UCC searches as of a recent date prior to the Closing Date in each jurisdiction requested by the Majority Backstop Lenders; (u) each of the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (ii) attesting provided that to the incumbency extent any representation and signatures warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the Responsible Officers date of such Borrower executing on behalf Borrowing (or as of such Borrower this Agreement earlier date if the representation or warranty specifically relates to an earlier date); (v) no Default or Event of Default shall have occurred and be continuing or would result from such Borrowing; (w) the Administrative Agent and the other Loan Documents. (h) Agent Backstop Lenders shall have received full all fees and other amounts due and payable on or prior to the date of such Borrowing (or arrangements for the netting of such fees and other amounts due and payable on the date of such Borrowing shall have been made), including, to the extent invoiced at least two Business Days prior to the date of such Borrowing, reimbursement or payment of all of the reasonable and documented legal fees and all out-of-pocket feesexpenses, costsin each case, and expenses of Agent (including required to be reimbursed or paid by the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the Borrower hereunder or under any other Loan DocumentsDocument; (ix) the Borrower shall have delivered to the Administrative Agent a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan (such time period to be shortened or waived at the reasonable discretion of the Administrative Agent); and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the requested date for such Loan; (y) a chief restructuring officer (“Chief Restructuring Officer”) reasonably acceptable to the Majority Backstop Lenders shall have been appointed with respect to each Debtor (it being understood and agreed that the Acceptable Chief Restructuring Officer shall be acceptable to the Majority Backstop Lenders); and (z) the Administrative Agent shall have received the written opinionssuch other agreements, dated the date of this Agreementdocuments, of counsel to the Borrowersinstruments, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orderscertificates, waivers, consents, approvals, and other authorizations and has made all filings and other notifications (governmental evidence as the Administrative Agent or otherwise) as the Majority Backstop Lenders may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrequest.

Conditions Precedent to Initial Loan. This effectiveness Agreement, and the obligation of this Agreement the Lenders to make any Syndicate Loans to the Borrower in accordance with the terms hereof, is subject to the fulfillment, condition precedent that the Borrower deliver to the reasonable satisfaction of Administrative Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and following, each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent the Administrative Agent: (a) Corporate Diligence (i) Certified copies (certified by the respective Secretary or Assistant Secretary of each Loan Party (each such Person shall be the "Authenticating Person" with respect to such Loan Party)) of all corporate or other necessary action taken by each Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (A) With respect to each Loan Party, the articles or certificate of incorporation (certified by the applicable Secretary of State) and by-laws of such Person; (B) with respect to each Borrower; (c) Agent shall have received Loan Party, a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such existence or other good standing certificate to be issued by the Secretary of State of the State of jurisdiction in which such Person was formed; (C) with respect to the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the qualification to transact business or other comparable certificate of formation of Finance Holdings, in each case, certified issued by the Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower operates a plant or distribution facility; and (D) certificates of incumbency and specimen signatures signed by the appropriate Authenticating Person with respect to each of the State of the state officers or other Persons of each Borrower’s organization within 20 days of Loan Party who are authorized to execute and deliver the date of this AgreementLoan Documents to which such Loan Party is a party; (eiii) Agent shall have received a true An opinion of Xxxxxx X. Xxxxxxxx, the Vice President and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as General Counsel of the date Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders in substantially the form of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementExhibit E; (fiv) Agent shall have received a true Copies of all Governmental Approvals, if any, required to be made or obtained by each Loan Party in connection with the execution and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby; (iiv) attesting a certificate executed by the chief executive officer, chief financial officer or treasurer of the Borrower, stating that: (a) on such date, and after giving effect to the incumbency transactions contemplated hereby, no Default or Event of Default has occurred and signatures is continuing; (b) no material adverse change in the condition (financial or otherwise), operations, business or assets of the Responsible Officers Borrower or any of its Subsidiaries, taken as a whole, has occurred since January 3, 1998 except as disclosed in public filings with the Securities and Exchange Commission since such date; (c) the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents are true and correct in all material respects on and as of such Borrower executing date with the same effect as though made on behalf and as of such Borrower date; and (d) on such date each Loan Party is in compliance with all the terms and provisions set forth in this Agreement and the other Loan DocumentsDocuments on its part to be observed and performed. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Initial Loan. This effectiveness Prior to the making of the initial Loan hereunder (or the issuance of any letter of credit hereunder), the Borrower shall deliver to each Bank a duly executed copy of this Agreement is subject and such Bank's respective Revolving Note, and shall deliver to the fulfillmentAgent the documents enumerated below in this Section 4.01, all of which, as well as all legal matters incident to the reasonable satisfaction of transactions contemplated hereby, shall be satisfactory in form and substance to the Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):: (a) Agent shall have received Certified copies of the resolutions of the Board of Directors (and, if necessary, the stockholders) of the Borrower evidencing approval of this Agreement Agreement, the Revolving Notes and each the other Loan Documentmatters contemplated hereby and thereby and certified copies of all documents evidencing other necessary corporate action or approvals, executed if any, with respect to this Agreement, the Revolving Notes and delivered by each Borrower such other matters, including, without limitation, any required approvals of governmental authorities and each Lender;other Persons. (b) Agent shall have received a UCC search from A certificate, signed by the Secretary of State the Borrower, setting forth the names and titles of the state officers of each Borrower’s organizationthe Borrower authorized to sign this Agreement, the results Revolving Notes and any and all other agreements, certificates, notices and reports referred to herein; such certificate shall contain the true signatures of which shall be satisfactory to Agent, such officers and shall have filed state that the Agent and the Banks may conclusively rely on the statements made therein until the Agent shall receive a UCC-1 financing statement further certificate of such Secretary canceling or amending the prior certificate and submitting signatures of the officers named in such statefurther certificate. (c) A copy of the Charter of the Borrower and all amendments thereto, certified by the appropriate Maryland state officer; a copy of the by-laws of the Borrower, as amended to date, as certified by its Secretary; certificates of legal existence and good standing (including, without limitation, tax good standing) for the Borrower in Maryland; and certificates of the appropriate state officials and agencies in all other jurisdictions in which the Borrower maintains any plant, office or other location or is otherwise required to qualify to do business, in each case attesting as to the Borrower's qualification and good standing (including, without limitation, tax good standing) in each such jurisdiction. (d) A favorable written opinion of counsel to the Borrower, in form and substance satisfactory to Agent with respect to each Borrower;the Agent. (ce) Agent shall have received a certificate of status with respect each Borrower dated within 20 days Consolidated and consolidating financial statements of the date of this AgreementBorrower as at January 31, such certificate to be issued by 1998 and for the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each casefiscal year then ended, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;'s independent (f) Agent shall have received a true Interim financial statements for the Borrower as at each of April 30, 1998, July 31, 1998 and correct copy of October 31, 1998 and for the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;fiscal periods then ended. (g) Agent shall have received a A certificate of a Responsible Officer dated the date of the Borrowers (i) attesting to the written consent initial Loan or letter of credit issuance, given by an authorized officer of the board Borrower, affirming compliance with the conditions of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and Subsections 4.02 (iia) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents(d). (h) Agent shall have received full payment of all A certificate executed by the chief financial officer of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinionsBorrower, dated the date of this Agreementsuch initial Loan or letter of credit issuance, demonstrating compliance with each of counsel to Subsections 6.01(q), 6.01(r) and 6.01(s). (i) Certificates of the Borrowers, in form and substance satisfactory to Agent and its counsel;insurance required hereunder. (j) Agent shall have received a certificate executed by a Responsible Officer Such documents which, in the opinion of each Borrower any Bank, are required to the effect that such Borrower has be obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated Loans to be made by such Bank by reason of the Loan Documents;provisions of any law or regulation applicable to such Bank, and the statements made in such documents shall be such as, in the opinion of such Bank, will permit such Loans from such Bank in accordance with such laws and regulations. (k) no litigationSuch other documents, inquiryinstruments, other action or proceeding (governmental or otherwise)records, or injunction or other restraining order assignments, consents, certificates, opinions, assurances and authorizations as the Agent shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect;require. (l) Agent It shall also be a prerequisite to the making of any Revolving Loans or the issuance of any letter of credit under this Agreement that the Borrower shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent obtained and shall have received delivered to the Agent (with copies to the Banks) a Beneficial Ownership Certification Subsidiary Guaranty from Benchmarq Microelectronics, Inc. ("Benchmarq") in a form satisfactory to the Agent and the Banks and shall have delivered to the Agent (with copies to the Banks) the opinions, certificates and other items contemplated by Subsection 6.01(p) with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselsaid Subsidiary Guaranty from Benchmarq.

Conditions Precedent to Initial Loan. This effectiveness The obligation of Lender to make the initial extension of credit under this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counselLender’s satisfaction, of each of the following conditions (unless otherwise waived by Agent):precedent: (a) Agent Lender shall have received this Agreement each of the following, in each case in form and substance satisfactory to Lender: (i) A copy of the organizational documents of each Credit Party and all amendments thereto, accompanied by the certificate of the appropriate Governmental Authority of such Person’s jurisdiction of organization bearing a recent date acceptable to Lender, to the effect that such copy is correct and complete and that such Person is duly organized and validly existing in such jurisdiction; (ii) Certification by the appropriate Governmental Authority, bearing a recent date acceptable to Lender, to the effect that each Credit Party is in good standing and qualified to transact business in its jurisdiction of organization and in each other jurisdiction where it transacts business where failure to be so qualified or maintain such good standing could not reasonably be expected to have a Material Adverse Effect; (A) a copy of the bylaws or similar governing document of each Credit Party and all amendments thereto, (B) certification of the name, signature and incumbency of all officers of such Person who are authorized to execute any Loan DocumentDocument or, with respect to Borrower Representative, request Loans and (C) a copy of authorizing resolutions approving the transactions contemplated by the Loan Documents, and authorizing and directing an officer or officers of such Person to sign and deliver all Loan Documents to be executed by it, duly adopted by such Person’s board of directors or similar governing body, all accompanied by a certificate from a secretary or a Responsible Officer of such Person dated as of the Agreement Date to the effect that each such item is true and complete and in full force and effect as of the Agreement Date; (iv) This Agreement, duly executed by each Credit Party; (v) Evidence of insurance in compliance with the requirements of this Agreement; (vi) All Collateral Access Agreements and other third-party waivers, subordinations and consents as are required hereunder; (vii) Copies of any and all instruments and other documents evidencing or otherwise relating to any Subordinated Debt (viii) Evidence that all Subordinated Debt has a maturity date no earlier than December 31, 2020, including executed amendments, modifications or restatements of subordinated notes; (ix) A Subordination Agreement with respect to Debt proposed by Credit Parties as Subordinated Debt that is held by or payable to the creditors specified on Schedule 6.1, executed and delivered by each Borrower such creditor and the other parties thereto; (x) An executed Guaranty Agreement from each Guarantor, pursuant to which Guarantors guaranty the payment and performance of all of Borrowers’ Obligations; (xi) An executed Pledge Agreement from Parent; (xii) Each Control Agreement required under Sections 5.3(a) and (b); (xiii) A payoff letter executed by PNC and payoff letters executed by the providers of any and all other financing to be paid off with proceeds of the initial Loan under this Agreement, in each case in form and substance acceptable to Lender; (bxiv) Agent An executed Perfection Certificate from each Credit Party; (xv) A disbursement letter executed by Borrower Representative to Lender setting forth therein the flow of funds information for the initial Loans and extensions of credit made by the Lender, which such letter shall have received a UCC search from include the Secretary of State of the state of each Borrower’s organizationname of, the results of which shall amount to be satisfactory to Agentsent to, and the wiring instructions for each such party receiving Loan proceeds, and shall be in form acceptable to Lender; (xvi) Original certificates representing any equity interests included in the Collateral, together with transfer powers duly executed in blank; (xvii) Original certificates of title and documentation to have filed Lender’s Lien noted thereon, to the extent required by this Agreement; (xviii) A net orderly liquidation value appraisal of Borrowers’ Equipment, prepared by a UCC-1 financing statement credentialed appraiser acceptable to Lender; (xix) UCC-3 termination statements, partial releases or such other releases, assignments and other documents as may be required by Lender with respect to the Collateral; (xx) Copies of Parent’s consolidated financial statements for the Fiscal Year ending December 31, 2018, audited by Parent’s independent certified public accountants; (xxi) Copies of the interim unaudited consolidated financial statements of the Parent and its Subsidiaries for the period ending October 31, 2019; (xxii) Copies of the Credit Parties’ forecasts and projections for the period specified by Lender, in such stateform and substance reasonably satisfactory to Lender; (xxiii) Opinions of counsel for each Credit Party, respectively, in form and substance satisfactory to Agent with respect to each BorrowerLender; (cxxiv) Agent shall have received a certificate of status with With respect each Borrower dated within 20 days of to the date of this Agreementinitial Revolving Loan, such certificate to be issued an executed Borrowing Notice as required by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (dSection 2.2(a) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance HoldingsBorrowing Base Certificate as required by Section 8.5(a), in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative BorrowerBorrower Representative; and (xxv) An appraisal of the Inventory in form and substance acceptable to Lender in its sole discretion; (mb) Agent Lender shall have received satisfactory evidence that the sum of (1) Availability, after giving effect to (i) the initial Revolving Loans, (ii) payment of all fees and Lender Expenses required to be paid hereunder, (iii) payment of all taxes due and owing and (iv) payment of all trade indebtedness such that no trade indebtedness is 60 days or more past due (based on the original payment terms, but excluding any trade indebtedness that is subject to an agreed written payment plan approved by Lender so long as such trade indebtedness is in compliance with such payment plan), plus (2) cash on hand will be in an amount equal to or greater than $2,000,000; (c) A field examination of the Credit Parties and the Collateral satisfactory to Lender shall have been completed and delivered to Lender; (d) Credit Parties shall have established cash proceeds management pursuant to Section 5.3 and confirmed that Credit Parties’ reporting systems are acceptable to Lender; (e) Lender shall have filed all financing statements as required to perfect Lender’s Liens in all Collateral with respect to which perfection can be achieved by filing a Beneficial Ownership Certification financing statement, and shall have received evidence or other confirmation of such filing, satisfactory to Lender; (f) Lender shall have received satisfactory reference checks with respect to the Borrowers at least two (2) Business Days prior to the Closing Datesenior management of each Credit Party; (ng) Agent Lender shall have received a Control completed confirmation of Borrowers’ Accounts, via telephone or otherwise, and the results of such confirmation shall be satisfactory to Lender; (h) Credit Parties shall have paid all Lender Expenses owed by them as of the Agreement with respect to the Distribution AccountDate; and (oi) all other documents All legal and legal business matters in connection with the transactions transaction contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselLender.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement Each Lender’s obligation to make the initial Loan is subject to the fulfillmentcondition precedent that Agent shall have received, in form and substance satisfactory to the reasonable satisfaction Agent, such documents, and completion of such other matters, as Agent and its counselmay reasonably deem necessary or appropriate, of each of the following conditions (unless otherwise waived by Agent):including, without limitation: (a) Agent shall have received duly executed signatures to this Agreement and each other Loan Document, executed and delivered by each Borrower and each LenderAgreement; (b) duly executed original signatures to the Warrant; (c) duly executed signatures to the Account Control Agreements required under Section 6.6(b); (d) duly executed signatures to the Collateral Access Agreement(s) for such locations as Agent may require; (e) for each Borrower, a certificate of such Borrower, duly executed by a Responsible Officer of such Borrower, certifying and attaching (i) the Operating Documents of such Borrower, (ii) resolutions duly approved by the Board of such Borrower, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto; (g) [reserved]; (h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; (i) a legal opinion of counsel to Xxxxxxxxx; (j) projections for Borrower Representative’s fiscal year ending December 31, 2022; (k) all documentation and other information that Agent or any Lender reasonably requires in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to include a duly executed copy of an IRS Form W-9 or other such applicable IRS Forms; (l) a disbursement letter, duly executed by Borrower Representative; (m) the Automatic Payment Authorization, duly executed by Borrower Representative; (n) payment of the closing fee and Lender Expenses then due as specified in Section 2.4(a); (o) capitalization tables for Borrower Representative, including both a summary of Equity Interests outstanding, by class and series, as well as a detail showing holdings investor, with respect to each investment, the purchase price per share, the deemed original issue price (if different), and with respect to each convertible security, option, or warrant, the conversion price or exercise price, as applicable, and including detail by class and series as well as on an as-converted to common stock basis; (p) evidence that the all-asset lien (w/proceeds, excl. certain equity interests, IP/ neg. pledge) in favor of Silicon Valley Bank, filed 11/13/13 (cont. 06/15/18) as instrument no. 20134459872 has been terminated; (q) the Agent and its counsel shall have received a UCC search from the Secretary of State of the state of each Borrower’s organizationcompleted all legal due diligence, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement Agent in such state, in form and substance satisfactory to Agent with respect to each Borrower; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Accountsole discretion; and (or) all other completion of such matters and delivery of such documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance as Agent may reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness The obligations of this Agreement is the Lenders to make Loans hereunder, and the obligation of the Issuing Bank to issue any Letter of Credit hereunder, are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, prior fulfillment of each of the following conditions (unless otherwise waived by Agent):on or before March 31, 2014: (a) The Administrative Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to the Lender Group: (i) This Agreement duly executed by the Borrower, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrower; (iii) The Security Agreement duly executed by each Credit Party, together with, to the extent not already delivered to the Administrative Agent pursuant to the Existing Credit Agreement, Uniform Commercial Code financing statements related thereto; (iv) To the extent not already delivered to the Administrative Agent pursuant to the Existing Credit Agreement, all other Security Documents duly executed by each Credit Party party thereto; (v) To the extent not already delivered to the Administrative Agent pursuant to the Existing Credit Agreement, a Controlled Account Agreement with respect to each Borrowerdeposit account set forth on Schedule 6.12 maintained by any Credit Party at a depository institution (other than any Excluded Account), duly executed by such Credit Party, the Administrative Agent, and such depository institution; (cvi) Agent An Information and Collateral Disclosure Certificate with respect to the Credit Parties duly executed by such Credit Party; (vii) The legal opinions of Wxxxxx Cxxxxxx Xxxxxxxxx & Rxxx, LLP, counsel to the Credit Parties, as well as any local counsel to the Credit Parties (if requested by the Administrative Agent), addressed to the Lender Group, which opinions shall have received cover the transactions contemplated hereby and in the other Loan Documents and include customary opinions, provided that the local counsel opinions do not need to cover attachment or perfection of Liens; (viii) If Loans are to be made on the Restatement Date, a duly executed Request for Loan with disbursement instructions attached thereto; (ix) A certificate signed by an Authorized Signatory of each Credit Party, including a certificate of status incumbency with respect to each Borrower dated within 20 days Authorized Signatory of such Person, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the date certificate of this Agreementincorporation or formation, articles of organization, or similar organizational document of such certificate Person certified to be issued true, complete and correct by the Secretary of State of the State of the state of each Borrowersuch Person’s organizationincorporation or formation, which certificate shall indicate that such Borrower is in good standing in such state; (dB) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreementsbylaws, certified by a Responsible Officer operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of FS CREIT as being such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and complete copy thereofshareholder resolutions, as in effect as of the date of this Agreement; (gapplicable) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower Person authorizing the execution, deliverydelivery and performance by such Person of the Loan Documents and the Bank Products Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and performance (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; (x) An officer’s certificate in form and substance reasonably satisfactory to the Lenders executed by the treasurer of the Borrower (A) certifying as to the solvency and financial condition of the Credit Parties as of December 31, 2013, (B) containing a representation from the Borrower that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral as of the Restatement Date, (C) if no Loan or Letter of Credit is requested hereunder on the Restatement Date, certifying that as of the Restatement Date, both before and after giving effect to the effectiveness of this Agreement and the other Loan Documents executed and delivered on the Restatement Date (iix) attesting to the incumbency and signatures all of the Responsible Officers representations and warranties of such Borrower executing on behalf of such Borrower the Credit Parties under this Agreement and the other Loan DocumentsDocuments are true and correct in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty are true and correct in all respects) and (y) no Default or an Event of Default is in existence, (D) certifying that there has been no materially adverse change to the financial information and projections previously delivered to the Administrative Agent under Section 4.1(d) below, (E) certifying that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2013, which change has had or would be reasonably expected to have a Materially Adverse Effect, (F) certifying (x) that all material Necessary Authorizations are in full force and effect, are not subject to any pending or threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other transaction contemplated by the Loan Documents or the conduct of the businesses and the ownership (or lease) of the Properties of the Credit Parties and (y) that attached thereto are true, correct, and complete copies of all such material Necessary Authorizations, if any, and (G) certifying that the conditions set forth in Section 4.1(f) have been satisfied and attaching a true, correct, and complete executed copy of the Specified Florida Divestiture Agreement. (hxi) UCC searches from the Secretary of State of each Credit Party’s jurisdiction of incorporation or formation; (xii) To the extent not already delivered to the Administrative Agent pursuant to the Existing Credit Agreement, all possessory Collateral required to be delivered to the Administrative Agent in accordance with the Security Documents; (xiii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xiv) Out-of-state affidavits for each Credit Party organized under the laws of the State of Florida; (xv) The Master Assignment and Acceptance, duly executed by all parties thereto; and (xvi) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lead Arrangers and the Administrative Agent shall have completed their financial, collateral, regulatory, and legal due diligence of the Credit Parties, and all credit investigations and background checks, and the results, form, and substance of each of the foregoing items shall be satisfactory to the Administrative Agent. (c) The Lead Arrangers and the Administrative Agent shall be satisfied that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2013, which change has had or would be reasonably expected to have a Materially Adverse Effect. (d) The Lead Arrangers shall have received and be satisfied with (i) the financial statements (including balance sheets, statements of income, and statements of cash flows) described in Section 5.1(k) and (ii) forecasts of the income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending December 31, 2018, prepared on a quarterly basis through the fiscal year ending December 31, 2016, and prepared on an annual basis for each fiscal year thereafter. (e) The Administrative Agent shall have received full payment of all a Compliance Certificate, prepared on a Pro Forma Basis after giving effect to the Indebtedness outstanding hereunder and the Senior Notes Redemption, calculated as of the out-of-pocket feeslast day of the fiscal quarter ended December 31, costs2013, and expenses of Agent (including demonstrating that the reasonable and documented fees and expenses of Agent’s counsel) incurred Borrower is in connection compliance with the preparation, negotiation, execution, financial covenants set forth in Section 8.8 and delivery of this Agreement and the other Loan Documentsattaching applicable calculations thereto; (if) The Administrative Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, evidence in form and substance satisfactory to the Administrative Agent that (i) the Specified Florida Divestiture shall have been consummated in accordance with the terms of the Specified Florida Acquisition Agreement, (ii) the amount of Net Cash Proceeds received by the Borrower for the Specified Florida Divestiture (the “Florida Net Cash Proceeds”) shall be at least $500,000,000, (iii) the Florida Net Cash Proceeds shall have been applied to redeem or repurchase at least $500,000,000 of the aggregate principal amount of the Senior Notes (the “Senior Notes Redemption”), and its counsel(iv) at least 75% of the Senior Notes that are redeemed pursuant to the Senior Notes Redemption have a maturity date that is prior to the Maturity Date; (jg) The Administrative Agent shall have received a certificate executed all documentation and information required by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, any Governmental Authority under any applicable “know your customer” and other authorizations and has made all filings and other notifications anti-money laundering laws no later than five (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (25) Business Days prior to the Closing Restatement Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement Xxxxxx’s obligation to make the initial Loan hereunder is subject to the fulfillment, to the reasonable satisfaction of Agent Lender and its counselcounsel in their sole and absolute discretion, of each of the following conditions (unless otherwise waived by Agent):conditions: (a) Agent Lender shall have received the following, each (as applicable) duly executed: (i) the Security Agreement and all documents contemplated thereby; (ii) each Control Agreement; (iii) a copy of the Custody Agreement and all of the Cash Account Documents; (iv) certified copies of (A) the Constitutive Documents of Borrower, (B) resolutions of the board of directors of Borrower authorizing and approving the execution, delivery and performance by Borrower of this Agreement and each the other Loan DocumentFacility Documents and the borrowings hereunder or, executed if Borrower is not a corporation, equivalent authorizing acts of its governing body, if any, and delivered by each Borrower (C) documents evidencing all other necessary corporate or other organizational action and each Lendergovernmental approvals, if any, with respect to this Agreement and any other Facility Document and the transactions contemplated hereby and thereby; (bv) Agent shall have received a UCC search from certificate of Xxxxxxxx, executed by a director or authorized officer, certifying the Secretary of State names, titles and true signatures of the state directors and officers of each Borrower’s organization, the results Borrower authorized to sign this Agreement or any other Facility Document and to make borrowings hereunder and stating that Xxxxxx is entitled to rely thereon until informed of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement any change by Xxxxxxxx in such state, in form and substance satisfactory to Agent with respect to each Borrowerwriting; (cvi) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinionsDelaware, dated the a date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) not earlier than ten Business Days prior to the Closing Date, as to the valid existence and good standing of Borrower; (nvii) Agent shall have received written opinion(s) of counsel to Xxxxxxxx; (viii) at Borrower’s expense, evidence of the due filing in each appropriate jurisdiction of such documents, and the taking of all such other actions, as are required to obtain a Control Agreement with respect first priority, perfected Lien on the Collateral; (ix) at Borrower’s expense, the results of tax, judgment and lien searches on Borrower in all jurisdictions specified by Xxxxxx, each dated a date not more than ten Business Days prior to the Distribution AccountClosing Date; and (ox) all such other approvals, opinions and documents relating to the organization, existence and legal matters in connection with good standing of Borrower, this Agreement and the transactions contemplated by this Agreement hereby as Lender shall have requested. (b) Borrower shall have reimbursed Lender for legal fees incurred on behalf of Lender pursuant to Section 8.04 that have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory invoiced to Agent and its counselBorrower.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Lenders to make the initial Loan is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of condition that each of the following conditions (unless otherwise waived by Lenders, or the Agent): (a) Agent , as applicable, shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect to each Borrowerit: (a) a duly executed Revolving Loan Note for any requesting Lender; (cb) Agent shall have received a certificate of status duly executed Foreign Subsidiary Guaranty; (i) the Security Agreement, duly executed by each Borrower, together with respect each Borrower dated within 20 days such Uniform Commercial Code financing statements as are necessary or, in the opinion of the date of this Agent, desirable to perfect the security interests created by such Security Agreement, such certificate (ii) either (A) a current landlord waiver, or (B) if an existing landlord waiver is in full force an effect, a landlord estoppel certificate, with regard to be issued by each leased facility of any Borrower which is located in the Secretary United States, and (iii) the certificates, if any, representing the equity or other ownership interests of State each Subsidiary Borrower (other than 34% of the State of the state voting securities or other voting equity of each Borrower’s organizationForeign Subsidiary that is a CFC), which certificate shall indicate that together with duly executed, undated stock powers or similar assignments respecting such Borrower is in good standing in such stateequity or other ownership interests; (d) A perfection certificate duly completed by Borrowers, such questionnaire to be delivered to the Agent shall have received a true prior to the closing; (e) insurance policies or, certificates designating the Agent as lender loss payee or mortgagee as its interests may appear, as appropriate, as required by Section 9.17 of this Agreement or as required by any other Loan Document; (f) to the extent requested by the Agent, an IP Security Agreement executed by each Borrower, as appropriate, as to any registered or pending patents, trademarks and correct copy copyrights, in appropriate form to file of record; (ig) the certificate results of incorporation of FS CREIT tax, judgments, UCC, title and Charterother lien searches in form and substance satisfactory to the Agent, and (ii) from such jurisdictions as may be satisfactory to the certificate Agent, together with U.S. Patent and Trademark Office and Copyright Office searches of formation of Finance Holdingsa recent date, in each case, certified with respect to the Parent Borrower and each Subsidiary Borrower, showing no Liens except Permitted Liens; (h) modifications of Mortgages on all real property owned by each Borrower and polices of title insurance, in amounts reasonably satisfactory to Agent, insuring the Secretary of State Lien of the State Mortgages as modified, together with evidence, in such form as the Agent may reasonably require, of the state of each Borrower’s organization within 20 days zoning of the date of this real property subject to the Mortgages and the Environmental Indemnity Agreement; (e) Agent shall have received a true and correct copy of (i) audited financial statements of Parent Borrower and its Subsidiaries on a Consolidated basis for the Bylawsfiscal year ended December 31, certified 2007, together with projections of financial statements respecting each fiscal year through the fiscal year 2011, which projections shall be approved by the chief financial officer of Parent Borrower and based on reasonable assumptions; (j) The unaudited financial statements of Parent Borrower and its Subsidiaries on a Responsible Officer of FS CREIT as being a trueConsolidated basis for the fiscal quarter ended June 30, correct and complete copy thereof, as in effect as of 2008; (k) any required governmental consents or other required consents to the date closing of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting or to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, delivery and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures Documents, each of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent which shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, be in form and substance satisfactory to Agent and its counselthe Agent; (jl) Agent shall have received a certificate executed of each Loan Party to which is attached each of the following certified as such by a Responsible Officer duly authorized officer of such Loan Party: (i) a certificate of incumbency with respect to each Borrower to the effect Authorized Signatory thereof that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the signs any Loan Documents; (kii) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction a copy of the charter or other restraining order shall be pending organizational documents of such Loan Party certified by the Secretary of State or overtly threatened that could reasonably be expected to havesimilar state official of the jurisdiction of formation of such Loan Party, in the reasonable opinion of Agent, a Material Adverse Effectsuch Loan Party; (liii) Agent shall have received a Compliance Certificate copy of the bylaws or other constituent documents of such Loan Party; (iv) a certificate of good standing or subsistence, as the case may be, for such Loan Party issued as of a recent date by the Secretary of State or similar state official in the jurisdiction of its organization and in each state in which such Loan Party is qualified to do business as set forth on Schedule 6.1; (v) a copy of the resolutions duly executed adopted by the Board of Directors or other governing body of such Loan Party authorizing it to execute, deliver and perform each Loan Document to which it is, or is to be, a Responsible Officer party; and (vi) a copy of Administrative Borrowerany shareholders agreement or similar agreement respecting such Loan Party, if any such agreements exist; (m) a legal opinion of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP; and (n) a certificate of the chief financial officer or Treasurer of the Parent Borrower with respect to the solvency and adequacy, of capital of Parent Borrower and each Subsidiary Borrower after giving effect to the initial Loan and the application of the proceeds thereof. For purposes of determining compliance with the conditions specified in this Section 5.1, 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 Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days notice from such Lender prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and date hereof specifying its counselobjection thereto.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement Xxxxxx’s obligation to make the initial Loan hereunder is subject to the fulfillment, to the reasonable satisfaction of Agent Lender and its counselcounsel in their sole and absolute discretion, of each of the following conditions (unless otherwise waived by Agent):conditions: (a) Agent Lender shall have received the following, each (as applicable) duly executed: (i) the Security Agreement and all documents contemplated thereby; (ii) each Control Agreement; (iii) a copy of the Custody Agreement and all of the Cash Account Documents; (iv) a fully executed payoff letter satisfactory to Lender confirming that all obligations owing by Borrower under the Prior Credit Agreement will be repaid in full from the proceeds of the initial Loan (if applicable) and all Liens on any property of Borrower under the Prior Credit Agreement shall be terminated upon such payment; (v) certified copies of (A) the Constitutive Documents of Borrower, (B) resolutions of the board of directors of Borrower authorizing and approving the execution, delivery and performance by Borrower of this Agreement and each the other Loan DocumentFacility Documents and the borrowings hereunder or, executed if Borrower is not a corporation, equivalent authorizing acts of its governing body, if any, and delivered by each Borrower (C) documents evidencing all other necessary corporate or other organizational action and each Lendergovernmental approvals, if any, with respect to this Agreement and any other Facility Document and the transactions contemplated hereby and thereby; (bvi) Agent shall have received a UCC search from certificate of Xxxxxxxx, executed by a director or authorized officer, certifying the Secretary of State names, titles and true signatures of the state directors and officers of each Borrower’s organization, the results Borrower authorized to sign this Agreement or any other Facility Document and to make borrowings hereunder and stating that Xxxxxx is entitled to rely thereon until informed of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement any change by Xxxxxxxx in such state, in form and substance satisfactory to Agent with respect to each Borrowerwriting; (cvii) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinionsDelaware, dated the a date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) not earlier than ten Business Days prior to the Closing Date, as to the valid existence and good standing of Borrower; (nviii) Agent shall have received written opinion(s) of counsel to Xxxxxxxx; (ix) at Borrower’s expense, evidence of the due filing in each appropriate jurisdiction of such documents, and the taking of all such other actions, as are required to obtain a Control Agreement with respect first priority, perfected Lien on the Collateral; (x) at Borrower’s expense, the results of tax, judgment and lien searches on Borrower in all jurisdictions specified by Xxxxxx, each dated a date not more than ten Business Days prior to the Distribution AccountClosing Date; and (oxi) all such other approvals, opinions and documents relating to the organization, existence and legal matters in connection with good standing of Borrower, this Agreement and the transactions contemplated by this Agreement hereby as Lender shall have requested. (b) Borrower shall have reimbursed Lender for legal fees incurred on behalf of Lender pursuant to Section 8.04 that have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory invoiced to Agent and its counselBorrower.

Conditions Precedent to Initial Loan. This effectiveness Prior to the making of the initial Loan hereunder (or the issuance of any letter of credit hereunder), the Borrowers shall deliver to each Bank a duly executed copy of this Agreement is subject and such Bank's respective Revolving Note (and, as to Fleet, the Term Note), and shall deliver to the fulfillmentAgent the documents enumerated below in this Section 4.01, all of which, as well as all legal matters incident to the reasonable satisfaction of transactions contemplated hereby, shall be satisfactory in form and substance to the Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):: (a) Agent shall have received Certified copies of the resolutions of the Board of Directors (and, if necessary, the stockholders) of each Borrower evidencing approval of this Agreement, the Notes, the Pledge Agreements, the Security Agreement and each the other Loan Documentmatters contemplated hereby and thereby and certified copies of all documents evidencing other necessary corporate action or approvals, executed if any, with respect to this Agreement, the Notes, the Pledge Agreements, the Security Agreement and delivered by each Borrower such other matters, including, without limitation, any required approvals of governmental authorities and each Lender;other Persons. (b) Agent shall have received a UCC search from A certificate, signed by the Clerk or Secretary of State of the state of each Borrower’s organization, setting forth the names and titles of the officers of such Borrower authorized to sign this Agreement, the results Notes, the Pledge Agreements, the Security Agreement and any and all other agreements, certificates, notices and reports referred to herein; such certificate shall contain the true signatures of which shall be satisfactory to Agent, such officers and shall have filed state that the Agent and the Banks may conclusively rely on the statements made therein until the Agent shall receive a UCC-1 financing statement further certificate of such Clerk or Secretary canceling or amending the prior certificate and submitting signatures of the officers named in such state, in form and substance satisfactory to Agent with respect to each Borrower;further certificate. (c) Agent shall have received a certificate A copy of status with respect the Charter of each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each caseall amendments thereto, certified by the Secretary of State of the State jurisdiction of incorporation of such Borrower; a copy of the state by-laws of each Borrower’s organization within 20 days , as amended to date, as certified by its respective Clerk or Secretary; certificates of legal existence and good standing (including, without limitation, tax good standing) for each Borrower in its respective jurisdiction of incorporation; and certificates of the date of this Agreement; appropriate state officials and agencies in all other jurisdictions in which each Borrower owns, leases or operates any real or personal property and in each other jurisdiction in which each Borrower is required to qualify to do business, in each case attesting as to such Borrower's qualification and good standing (eincluding, without limitation, tax good standing) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of each such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documentsjurisdiction. (hd) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the A favorable written opinions, dated the date of this Agreement, opinion of counsel to the Borrowers, in form and substance satisfactory to Agent the Agent. (e) The Security Agreement, duly executed by all of the Borrowers. (f) Pledge Agreements, duly executed by all relevant Borrowers, together with stock certificates and its counsel;stock powers signed in blank, so that the capital stock of all Subsidiaries of each Borrower will be pledged to the Agent. (g) Uniform Commercial Code Financing Statements and all such other documents as shall be necessary or desirable to vest in the Agent, for the benefit of the Banks, a first priority interest in and to all of the Collateral, and evidence of all filings, recordations and other actions necessary or desirable to perfect fully the Agent's security interests. (h) Stock pledge agreements (the "Personal Pledges") in favor of Fleet from each of Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxxxxxxx Xxxxxx (collectively, the "Personal Pledgors") covering an aggregate of not less than 1,500,000 shares of common stock of the Company and all options of the Personal Pledgors to acquire stock in the Company. The Personal Pledges will be duly executed by the Personal Pledgors and accompanied by stock certificates and stock powers signed in blank and other assignments and powers of attorney, so that the aforesaid shares and options will be pledged to Fleet in order to secure the Borrowers' obligations to Fleet with respect to the Term Loan. (i) Such documents which, in the opinion of any Bank, are required to be obtained in connection with the Loans to be made by such Bank by reason of the provisions of any law or regulation applicable to such Bank, and the statements made in such documents shall be such as, in the opinion of each Bank, will permit such Loans from such Bank in accordance with such laws and regulations. (j) Agent shall have received a Consolidated financial statements of the Company as at December 31, 1996 and for the fiscal year then ended, certified by the Company's independent certified public accountants. (k) Interim financial statements for the Company and Subsidiaries as at May 25, 1997 and for the fiscal period then ended. (l) Certificates of the insurance required by this Agreement and/or the Security Agreement. (m) A certificate executed dated the date of the initial Loan or letter of credit issuance, given by a Responsible Officer an authorized officer of each Borrower Borrower, affirming compliance with the conditions of Subsections 4.02 (a) (d). (n) An aging report as to the effect that Receivables of the Borrowers in such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) detail as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and. (o) all A certificate executed by the chief financial officer of the Company, dated the date of such initial Loan or letter of credit issuance, setting forth the Borrowing Base as of such date and demonstrating compliance with Subsection 6.01(t). (p) Master notes signed by each Borrower other documents than the Company, as described in Section 4.03. (q) Such other documents, instruments, records, assignments, consents, certificates, opinions, assurances and legal matters in connection with authorizations as the transactions contemplated by this Agreement Agent shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Banks to make the initial Loan and to issue the first Letter of Credit hereunder is subject to the fulfillmentcondition precedent that the Banks shall have received, in form and substance satisfactory to the reasonable satisfaction of Agent Banks and its their respective counsel, of each of the following conditions (unless otherwise waived by Agent):following: (a) Agent shall have received this Agreement and each other Loan Documentthe Note, duly executed and delivered by each Borrower and each LenderBorrower; (b) the Security Agreement, the Intellectual Property Security Agreements, the Financing Statements and such other security documents as the Banks require to create and perfect a first priority security interest in favor of Agent shall have received and the Banks in all assets of Borrower, including but not limited to all of Borrower's accounts receivable, inventory, general intangibles and fixed assets, and excluding only such assets as are on lease to Borrower, duly executed by Borrower; (c) a UCC search from certificate of the Secretary or an Assistant Secretary of Borrower with respect to resolutions of its Board of Directors authorizing the execution and delivery of this Agreement and the Loan Documents and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement and the Loan Documents, and providing specimen signatures of such officers; (d) the articles of incorporation of Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of the state of its incorporation, each Borrower’s organization, the results certified by said Secretary of which shall be satisfactory to Agent, State as being a true and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrowercorrect copy thereof; (ce) Agent shall have received the Bylaws of Borrower and all amendments and supplements thereto, certified by its Secretary or an Assistant Secretary as being a true and correct copy thereof; (f) a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State each of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in Delaware and California as to legal existence and good standing in such state; (d) Agent shall have received a true state and correct copy listing all documents on file in the office of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the said Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementState; (g) Agent shall have received a certificate of a Responsible Officer each of the Borrowers (i) attesting Delaware and California Franchise Tax Boards as to the written consent tax good standing of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.Borrower; (h) an opinion addressed to Agent shall have received full payment from Borrower's counsel, Xxxx Xxxx Xxxx & Freidenrich, substantially in the form of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan DocumentsExhibit F hereto; (i) Agent shall have received the written opinionscertified copies, dated close to the date of this Agreementhereof, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; requests for copies or information (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental Form UCC-3 or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwiseequivalent), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected certificates, dated close to havethe date hereof, satisfactory to the Banks, of a UCC Reporter Service, listing all effective financing statements which name Borrower and/or each of Borrower's Subsidiaries as debtor and which are filed in the reasonable opinion appropriate offices in the State of AgentCalifornia, a Material Adverse Effect; together with copies of such financing statements, and accompanied by written evidence (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.including UCC termination

Conditions Precedent to Initial Loan. This The effectiveness of this Agreement is and obligations of Bank to make any initial Loan are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent condition precedent that Bank shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from all the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect to each BorrowerBank: (a) this Agreement, duly executed by Xxxxxxxx; (b) the Term Note, duly executed by Xxxxxxxx; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Security Agreement, such certificate to be issued duly executed by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateXxxxxxxx and Guarantors; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and CharterGuaranty, and (ii) the certificate of formation of Finance Holdings, in each case, certified duly executed by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this AgreementXxxxxxxxxx; (e) Agent copies of UCC (or equivalent), tax and judgment lien search reports listing all financing statements and other encumbrances which name Borrower or a Guarantor (under its present name and any previous name) and which are filed in the jurisdictions in which Borrower or a Guarantor is located, organized or maintains collateral, together with copies of such financing statements (none of which shall have received a true and correct copy of (i) cover the Bylaws, certified collateral purported to be covered by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Security Agreement); (f) Agent shall evidence that all other actions necessary or, in the opinion of Bank, desirable to enable Bank to perfect and protect the security interests created by the Security Agreement have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementbeen taken; (g) Agent shall have received a certificate the Organizational Documents of a Responsible Officer Borrower and Guarantors; (h) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Borrowers (i) attesting officers of Borrower and Guarantors as Bank may require evidencing the identity, authority and capacity of each officer thereof authorized to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of act as an officer in connection with this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such which Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documentsor a Guarantor is a party; (i) Agent shall have received such documents and certificates as Bank may reasonably require to evidence that Borrower and Guarantors are duly organized or formed and that each is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the written opinionsconduct of its business requires such qualification, dated the date of this Agreement, of counsel except to the Borrowers, in form and substance satisfactory extent that failure to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that do so could not reasonably be expected to have, in the reasonable opinion of Agent, have a Material Adverse Effect; (j) evidence that the costs and expenses (including, without limitation, attorneys’ fees) referred to in Section 2.05(d) and Section 7.04, to the extent incurred and invoiced, shall have been (or will be simultaneously with the initial Loan hereunder) paid in full; (k) a satisfactory review by Bank of any pending litigation relating to Borrower and its Guarantors; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer true and correct copies of Administrative Borrower;all MRC Acquisition Documents; and (m) Agent shall have received a Beneficial Ownership Certification with respect an opinion of Canadian counsel as to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal such matters in connection with the transactions contemplated as may be reasonably required by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselBank.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Bank to make its initial Loan is subject to the fulfillment, to condition precedent that the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent Bank shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statereceived, in form and substance satisfactory to Agent the Bank and its counsel, the following: (a) this Agreement and the Note, duly executed by each Company; (b) a certificate of the Secretary/Clerk or an Assistant Secretary/Clerk of each Company with respect to resolutions of the Board of Directors of each BorrowerCompany authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (c) Agent shall have received a certificate the charter documents of status with respect each Borrower dated within 20 days Company and all amendments and supplements thereto, filed in the office of the date of this Agreement, such certificate to be issued by the Secretary of State of such Company's state of incorporation and not actually delivered to the Bank previously pursuant to the Existing Credit Agreement, each certified by the Secretary/Clerk or an Assistant Secretary/Clerk as being a true and correct copy thereof; (d) the Bylaws of each Company and all amendments and supplements thereto not actually delivered to the Bank previously pursuant to the Existing Credit Agreement, each certified by the Secretary/Clerk or an Assistant Secretary/Clerk as being a true and correct copy thereof; (e) for each Company, a certificate of the Secretary of State of the such Company's state of each Borrower’s organizationincorporation, which certificate shall indicate that such Borrower is in as to legal existence and good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy an opinion addressed to it from Hutcxxxx, Xxeexxx & Xittxxx, xxunsel to the Companies, substantially in the form of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementEXHIBIT G hereto; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Service Mark xxx Trademark Security Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.executed by each Company; (h) Agent shall have received full payment a Collateral Assignment of all Trademark Licenses in or substantially in the form of the out-of-pocket feesEXHIBIT H attached hereto, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documentsexecuted by each Company; (i) Agent appropriate UCC-1 Financing Statements and other documents necessary to enable the Bank to perfect a first priority security interest in all intangible assets owned or controlled by each Company, duly executed by each Company, as applicable. The Bank shall also have received the written opinions, satisfactory reports dated the date of this Agreement, of counsel no earlier than 30 days prior to the Borrowers, closing of the initial Loan concerning the results of searches of Uniform Commercial Code filing offices in form and substance satisfactory to Agent and its counseleach jurisdiction where the Companies or any of them operates; (j) Agent shall have received a certificate executed by a Responsible Officer the initial annual commitment fee in the amount of each Borrower to $25,000 and all other fees, costs and expenses of closing (including fees of the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) Bank's special loan counsel presented as may be required in connection with of the transactions contemplated by the Loan Documents;date hereof); and (k) no litigationsuch other documents, inquiryand completion of such other matters, as counsel for the Bank may deem necessary or appropriate, including such other action or proceeding (governmental or otherwise), or injunction or other restraining order shall documents as may be pending or overtly threatened that could reasonably be expected necessary to have, evidence the Bank's security interest in the reasonable opinion service marks and trademarks of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer the Companies on the records of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents United States Patent and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselTrademark Office.

Conditions Precedent to Initial Loan. This effectiveness The obligation ------------------------------------ of this Agreement the Bank to make its initial Loan is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):precedent that: (a) Agent The Bank shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from on or before the Secretary of State day of the state initial Borrowing the following, each dated prior to or as of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such stateday, in form and substance satisfactory to Agent with respect the Bank: (i) The Revolving Note issued by the Borrower to each Borrowerthe order of the Bank; (cii) Agent shall have received a certificate of status with respect each Borrower dated within 20 days Copies of the Articles, Certificate of Incorporation, partnership agreement or other organizational document of the Borrower, certified as of a recent date of this Agreement, such certificate to be issued by the Secretary of State of the State of the its state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateformation or incorporation; (diii) Agent shall have received a true and correct copy Copies of (i) the certificate Bylaws, if any, of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each caseBorrower, certified by the Secretary of State or an Assistant Secretary of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (eiv) Agent shall have received a true and correct copy Copies of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as resolutions of the date Board of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as Directors or other authorizing documents of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the BorrowersBorrower, in form and substance satisfactory to Agent the Bank, approving the Loan Documents and its counselthe Borrowings hereunder; (jv) Agent shall have received a An incumbency certificate executed by a Responsible Officer the Secretary or an Assistant Secretary of each the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the effect that such Borrower has obtained Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (kvii) no litigationOpinion from Borrower's counsel substantially in the form of Exhibit B hereto; --------- (b) The Bank shall have completed its due diligence review of the Borrower, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order and the scope and results thereof shall be pending or overtly threatened that could reasonably be expected satisfactory to have, Bank in the reasonable opinion of Agent, a Material Adverse Effectits discretion; (lc) Agent All information previously furnished by Borrower to Bank shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrowerbe true and correct in all material respects; (md) Agent All fees required to be paid at closing shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Datebeen paid; (ne) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents All corporate and legal matters proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be reasonably satisfactory in content, form and substance reasonably satisfactory to Agent the Bank and its counsel, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; and (f) Nothing shall have occurred and the Bank shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Bank, or on the ability of the Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole.

Conditions Precedent to Initial Loan. This effectiveness The obligations of this Agreement is the Lenders to make Loans are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, fulfillment of each of the following conditions (unless otherwise waived by Agent):on or before April 10, 2020: (a) The Administrative Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect to each the Lender Group: (i) This Agreement duly executed by the Borrower, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Loan Notes requested by any Lender duly executed by the Borrower; (ciii) Agent shall have received a certificate Customary legal opinions of status with respect each Borrower dated within 20 days of the date of this AgreementXxxxxx Bond Xxxxxxxxx (US) LLP, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the BorrowersCredit Parties, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower as well as any local counsel to the effect that such Borrower has obtained all ordersCredit Parties (if reasonably requested by the Administrative Agent), consentsaddressed to the Lender Group, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with covering the transactions contemplated by the Loan Documents; (kiv) If Loans are to be made on the Closing Date, a duly executed Request for Loan with disbursement instructions attached thereto; (v) A certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State (or relevant equivalent office) of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents, and with respect to the Borrower, authorizing the Table of Contents borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; provided that if a document referenced in clause (A) or (B) was delivered in connection with the Multi-Year Credit Agreement or not required to be delivered in connection with the Multi-Year Credit Agreement, then delivery of such document shall not be required so long as the applicable Credit Party delivers an officer’s certificate certifying that no changes have been made to such document, and such document remains in full force and effect; (vi) An officer’s certificate executed by the treasurer of the Borrower certifying (A) the solvency of the Credit Parties, taken as a whole, as of the Closing Date, (B) that as of the Closing Date, both before and after the effectiveness of this Agreement and the other Loan Documents (x) all of the representations and warranties of the Credit Parties under this Agreement and the other Loan Documents are true and correct in all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty is true and correct in all respects and if any such representation or warranty expressly relates to a prior date, such representation or warranty shall be so true and correct on and as of such prior date) and (y) no litigationDefault or an Event of Default is in existence, inquiry(C) that there has been no materially adverse change to the financial information previously delivered to the Administrative Agent under Section 4.1(d) below, other action or proceeding (governmental D) that no change in the business, financial condition, results of operations, liabilities (contingent or otherwise), or injunction properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2019, which change has had or other restraining order shall would be reasonably expected to have a Materially Adverse Effect, and (E) that (x) all material Necessary Authorizations are in full force and effect, are not subject to any pending or overtly threatened reversal or cancellation, and all applicable waiting periods have expired, and that could reasonably be expected to havethere is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or the Loan Documents and (y) attached thereto are true, in the reasonable opinion correct, and complete copies of Agentall such material Necessary Authorizations, a Material Adverse Effectif any; (lvii) Agent shall have received a Compliance Certificate Payment of all fees payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, and payment of fees and expenses of counsel to the Administrative Agent; (viii) Out-of-state affidavits for each Credit Party organized under the laws of the State of Florida; (ix) An amendment to the Multi-Year Credit Agreement duly executed by a Responsible Officer of the Borrower, the Guarantors, the Required Lenders, and the Administrative Borrower; Agent (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Accounteach, as defined therein); and (ox) all All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lead Arrangers and the Administrative Agent shall have completed their financial, regulatory, and legal matters in connection with due diligence of the transactions contemplated by this Agreement shall have been delivered or executed or recorded Credit Parties, and all credit investigations and background checks, and the results, form, and substance of each of the foregoing items shall be in form and substance reasonably satisfactory to Agent and its counselthe Administrative Agent.

Conditions Precedent to Initial Loan. This It shall be a condition precedent to the effectiveness of this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):that (a) Agent the Lender shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect the Lender in its sole discretion: (i) Evidence satisfactory to each Borrowerthe Lender that the Borrower is duly authorized to enter into this Agreement and all transactions contemplated hereby and to execute and deliver this Agreement, the Note and all documents to be executed in connection therewith; (cii) Agent shall have received a A certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organizationBorrower attesting, which certificate shall indicate among other things, (w) that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date Borrower's Articles of this Agreement and Incorporation, together with all amendments thereto, has been delivered to the Lender, (iix) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being that a true, correct and complete copy thereof, as in effect as of the date resolutions adopted by the Board of Directors authorizing the execution, delivery and performance in accordance with their terms of this Agreement; , the Note and the other documents and transactions contemplated hereby or thereby and the borrowings hereunder has been delivered to the Lender and such authorization is in full force and effect, (fy) Agent shall have received a true and correct copy of that the Advisory AgreementsProspectus has not been amended or supplemented or if it has been so amended or supplemented, certified by a Responsible Officer of FS CREIT as being a that true, correct and complete copies of such amendments or supplements have been delivered to the Lender and (z) to the incumbency of officers of the Borrower executing this Agreement, the Note and any related documents on behalf of the Borrower; (iii) A copy thereofof the Articles of Incorporation and the By-laws of the Borrower; (iv) A copy of the Custodian Agreement; (v) The favorable opinion of Xxxxx & Wood LLP, as special New York Counsel and special Maryland Counsel to the Borrower, which covers matters of Maryland, New York and United States law, in effect the form of Exhibit C hereto; (vi) The Note, dated as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the executionhereof, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing duly executed on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (mvii) Agent shall have received A Certificate of an Officer of the Borrower certifying that (x) that all representations and warranties made in connection with this Agreement are true, accurate and correct in all respects, (y) the condition contained in clause (c) below has been satisfied and (z) attached thereto is a Beneficial Ownership Certification with respect to Schedule of Investments of the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution AccountBorrower as of May 31, 1997; and (oviii) all Such other documents and legal matters in connection with as the transactions contemplated by Lender may reasonably require. (b) All parties to this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselthis Agreement.

Conditions Precedent to Initial Loan. This effectiveness The obligation of Lenders to make the initial extension of credit under this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counselAdministrative Agent's satisfaction, of each of the following conditions (unless otherwise waived by Agent):precedent: (a) Administrative Agent shall have received this Agreement each of the following, in each case in form and substance satisfactory to Administrative Agent: (i) A copy of the organizational documents of each Credit Party and all amendments thereto, accompanied by the certificate of the appropriate Governmental Authority of such Person's jurisdiction of organization bearing a recent date acceptable to Administrative Agent in its Permitted Discretion, to the effect that such copy is correct and complete and that such Person is duly organized and validly existing in such jurisdiction; LOAN AND SECURITY AGREEMENT - Page 43 DAL 79531933v13 (ii) Certification by the appropriate Governmental Authority, bearing a recent date acceptable to Administrative Agent in its Permitted Discretion, to the effect that each Credit Party is in good standing and qualified to transact business in its jurisdiction of organization and in each other Loan Documentjurisdiction where it transacts business, executed and delivered by each Borrower and each Lenderexcept in the case of any such foreign jurisdiction where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; (biii) Agent shall have received (A) a UCC search from the Secretary of State copy of the state bylaws, operating agreement or other similar governing document of each Borrower’s organizationCredit Party and all amendments thereto, (B) certification of the name, signature and incumbency of all officers of such Person who are authorized to execute any Loan Document (or request Loans with respect to Borrower Representative) and (C) a copy of authorizing resolutions approving the transactions contemplated by the Loan Documents, and authorizing and directing an officer or officers of such Person to sign and deliver all Loan Documents to be executed by it, duly adopted by such Person's board of directors or similar governing body, all accompanied by a certificate from a Responsible Officer of such Person dated as of the Agreement Date to the effect that each such item is true and complete and in full force and effect as of the Agreement Date; (iv) This Agreement, duly executed by each Credit Party; (v) Evidence of insurance in compliance with the requirements of this Agreement; (vi) All Collateral Access Agreements and other third-party waivers, subordinations and consents as are required hereunder; (vii) A Subordination Agreement with respect to any Debt proposed by Credit Parties as Subordinated Debt (including, without limitation, the results Convertible Debt) and a copy of the instrument and other documents evidencing, securing or otherwise relating to any such Debt; (viii) An executed Guaranty Agreement from each Guarantor; (ix) A security agreement in respect of Proprietary Rights from each Credit Party owning any Proprietary Rights; (x) An executed Pledge Agreement from Parent; (xi) Each Control Agreement required under Section 5.3(a); (xii) A Deed of Trust relating to the Real Property Collateral, executed by Parent; (xiii) a payoff letter executed by Santander Bank, in form and substance acceptable to Administrative Agent; (xiv) An executed Perfection Certificate from each Credit Party; LOAN AND SECURITY AGREEMENT - Page 44 DAL 79531933v13 (xv) A disbursement letter executed by Borrower Representative to Administrative Agent setting forth therein the flow of funds information for the initial Loans and extensions of credit made by the Lenders, which such letter shall include the name of, the amount to be satisfactory to Agentsent to, and the wiring instructions for each such party receiving Loan proceeds, and shall have filed a UCC-1 financing statement be in form acceptable to Administrative Agent; (xvi) UCC-3 termination statements, partial releases or such stateother releases as may be required by Administrative Agent with respect to the Collateral, other than with respect to Permitted Liens; (xvii) Copies of Parent's and its consolidated Subsidiaries' financial statements for the Fiscal Year ending December 31, 2015, audited by Parent's independent certified public accountants; (xviii) Copies of the interim unaudited consolidated and consolidating financial statements of the Parent and its Subsidiaries for the period ending October 31, 2016; (xix) Copies of the Credit Parties' forecasts and projections for the period specified by Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent;; (xx) An opinion of counsel for Credit Parties, in form and substance satisfactory to Agent with respect to each BorrowerAdministrative Agent; (cxxi) Agent shall have received a certificate of status with With respect each Borrower dated within 20 days of to the date of this Agreementinitial Revolving Loan, such certificate to be issued an executed Borrowing Notice as required by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (dSection 2.2(a) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance HoldingsBorrowing Base Certificate as required by Section 8.5(a), in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative BorrowerBorrower Representative; (mxxii) An appraisal of the Inventory prepared by either Tiger, Hilco or Gxxxxx Xxxxxxxx in form and substance acceptable to Administrative Agent in its Permitted Discretion; (xxiii) Flood hazard determinations for all Real Property Collateral and evidence of flood insurance, acceptable to Administrative Agent in Permitted Discretion; (xxiv) An appraisal for the Real Property Collateral prepared by ARD Appraisal Co. or such other real property appraiser acceptable to Administrative Agent in its Permitted Discretion, with a minimum fair market value of such Real Property Collateral set forth therein and otherwise acceptable to Administrative Agent in its Permitted Discretion; (xxv) A survey in respect of the Real Property Collateral, in form and substance and prepared by a Person acceptable to Administrative Agent in its Permitted Discretion; (xxvi) A Phase I environmental report in respect of the Real Property Collateral, in form and substance and prepared by a Person acceptable to Administrative Agent in its Permitted Discretion; (xxvii) Mortgagee title commitments or pro forma policies, in form and substance and issued by a title insurance company acceptable to Administrative Agent in its Permitted Discretion; LOAN AND SECURITY AGREEMENT - Page 45 DAL 79531933v13 (b) Administrative Agent shall have received satisfactory evidence that Availability, after giving effect to (i) the initial Revolving Loans, (ii) payment of all fees and Lender Expenses required to be paid hereunder, (iii) payment of all taxes due and owing and (iv) payment of all trade indebtedness such that no trade indebtedness is sixty (60) days or more past due, will be in an amount equal to or greater than $1,250,000; (c) A field examination of the Credit Parties and the Collateral satisfactory to Administrative Agent shall have been completed and delivered to Administrative Agent; (d) Credit Parties shall have established cash proceeds management pursuant to Section 5.3 and confirmed that Credit Parties' reporting systems are acceptable to Administrative Agent; (e) Administrative Agent shall have filed all financing statements as required to perfect Administrative Agent's Liens in all Collateral with respect to which perfection can be achieved by filing a Beneficial Ownership Certification financing statement, and shall have received evidence or other confirmation of such filing, satisfactory to Administrative Agent; (f) Administrative Agent shall have received satisfactory reference checks with respect to the Borrowers at least two senior management of each Credit Party; (2g) Business Days prior Administrative Agent shall have completed confirmation of Borrowers' Accounts, via telephone or otherwise, and the results of such confirmation shall be satisfactory to Administrative Agent; (h) Credit Parties shall have paid all Lender Expenses owed by them as of the Closing Agreement Date; (ni) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents All legal and legal business matters in connection with the transactions transaction contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselAdministrative Agent.

Conditions Precedent to Initial Loan. This effectiveness Prior to the ------------------------------------ initial Loan hereunder, the Borrower shall deliver to the Bank duly executed copies of this Agreement is subject and the Notes, and shall also deliver to the fulfillmentBank the documents enumerated below in this Section 4.01, all of which, as well as all legal matters incident to the reasonable satisfaction of Agent transactions contemplated hereby, shall be reasonably satisfactory in form and substance to the Bank and its counsel, of each of the following conditions (unless otherwise waived by Agent):: (a) Agent shall have received Certified copies of the resolutions of the Board of Directors (and, if necessary, the stockholders) of the Borrower evidencing approval of this Agreement Agreement, the Notes and each the other Loan Documentmatters contemplated hereby and thereby and certified copies of all documents evidencing other necessary corporate action or approvals, executed if any, with respect to this Agreement, the Notes and delivered by each Borrower such other matters, including, without limitation, any required approvals of governmental authorities and each Lender;other Persons. (b) Agent A certificate, signed by the Secretary of the Borrower, setting forth the names and titles of the officers of the Borrower authorized to sign this Agreement, the Notes and any and all other agreements, certificates, notices and reports referred to herein; such certificate shall have received contain the true signatures of such officers and shall state that the Bank may conclusively rely on the statements made therein until the Bank shall receive a UCC search from further certificate of such Secretary cancelling or amending the prior certificate and submitting signatures of the officers named in such further certificate. (c) A copy of the Charter of the Borrower and all amendments thereto certified by the Secretary of State of Delaware; a copy of the by-laws of the Borrower, as amended to date, as certified by its Secretary; a certificate of legal existence and good standing (including franchise tax good standing) for the Borrower in Delaware; and certificates of the appropriate state officials and agencies in Massachusetts and in all other jurisdictions in which the Borrower owns, leases or operates any real or personal property and in each other jurisdiction in which the Borrower is required to qualify to do business, in each case attesting as to the Borrower's qualification and good standing (including tax good standing) in each such jurisdiction. (d) A favorable written opinion of counsel to the Borrower and each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such stateGuarantor, in form and substance satisfactory to Agent with respect to each Borrower; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement;Bank. (e) Agent shall have received a true and correct copy of (i) the BylawsAn Affiliate Guaranty, certified executed by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;each Guarantor. (f) Agent shall have received a true and correct copy Certified copies of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as resolutions of the date respective Board of this Agreement;Directors (and, if necessary, the stockholders) of each Guarantor evidencing approval of its respective Affiliate Guaranty and the other matters contemplated hereby and thereby and certified copies of all documents evidencing other necessary corporate action or approvals, if any, with respect to such Affiliate Guaranty and such other matters, including, without limitation, any required approvals of governmental authorities and other Persons. (g) Agent A certificate, signed by the Clerk or Secretary of each Guarantor, setting forth the names and titles of the officers of such Guarantor authorized to sign its respective Affiliate Guaranty and any certificates, notices and reports referred to herein or therein; such certificate shall have received contain the true signatures of such officers and shall state that the Bank may conclusively rely on the statements made therein until the Bank shall receive a further certificate of a Responsible Officer of such Clerk or Secretary cancelling or amending the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, prior certificate and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and submitting signatures of the Responsible Officers of officers named in such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documentsfurther certificate. (h) Agent A copy of the Charter of each Guarantor and all amendments thereto, certified by the secretary of state of such Guarantor's jurisdiction of incorporation; a copy of the by-laws of each Guarantor, as amended to date, as certified by its Clerk or Secretary; certificates of legal existence and good standing (including tax good standing) for each Guarantor in its jurisdiction of incorporation, and certificates of qualification and good standing for each Guarantor from the appropriate state officials and agencies in all other jurisdictions where such Guarantor owns, leases or operates any real or personal property and in each other jurisdiction in which such Guarantor is required to qualify to do business, in each case attesting as to such Guarantor's qualification and good standing (including tax good standing) in each such jurisdiction. (i) A pledge by Advanced NMR of the stock of AMS owned by Advanced NMR (other than shares of AMS held in escrow; provided, however, that shares of AMS released from escrow shall have received full payment become subject to the pledge); pledges by the Borrower of the stock of each of the Covenanted Subsidiaries other than Western Massachusetts Magnetic Resonance Services, Inc., Mobile MRI of Western Massachusetts, Inc. and Greater Springfield MRI, Inc.; and pledges by the Borrower and/or the relevant Subsidiaries of the partnership interests owned by the Borrower and/or any such Subsidiary in each of Greater Boston MRI Limited Partnership and MVA Rehabilitation Associates. Stock pledges will be accompanied by the relevant stock certificates and appropriate stock powers endorsed in blank. The Borrower and or any relevant Subsidiaries shall execute a pledge of the partnership interests owned by the Borrower or any such Subsidiaries in Merrimack Scanning Associates if Merrimack Scanning Associates does not wind up its businesses prior to March 31, 1996. (j) Uniform Commercial Code Financing Statements and all such other documents as shall be necessary or desirable to vest in the Bank a first priority interest in and to all of the out-of-pocket fees, costsCollateral, and expenses evidence of Agent all filings, recordations (including including, without limitation, recordations with the reasonable United States Patent and documented fees Trademark Office, the United States Copyright Office and expenses the Massachusetts Department of Agent’s counselMotor Vehicles, if necessary) incurred and other actions necessary or desirable to perfect fully the Bank's security interests. (k) Such documents which, in the opinion of the Bank, are required to be obtained in connection with the preparation, negotiation, executionLoans by reason of the provisions of any law or regulation applicable to the Bank, and delivery the statements made in such documents shall be such as, in the opinion of the Bank, will permit such Loans from the Bank in accordance with such laws and regulations. (l) Financial statements of Advanced NMR as at December 31, 1994 and for the fiscal year then ended, certified by the independent certified public accountants of Advanced NMR, together with financial statements of Old MDI as at September 30, 1994 and for the fiscal year then ended, certified by the independent certified public accountants of Old MDI. (m) Interim financial statements for each of Old MDI and Advanced NMR as at June 30, 1995, together with the opening balance sheets of the Borrower giving effect to the Merger, all of same to be satisfactory to the Bank in presentation and as to the financial results presented. (n) Certificates of the insurance (including, without limitation, professional liability insurance) required by this Agreement and and/or the other Loan Documents;Affiliate Guaranties. (io) Agent shall have received An Officer's Certificate dated the written opinionsdate of such initial Loan, affirming compliance with the conditions of Subsections 4.02 (a) (d). (p) A certificate executed by the chief financial officer of the Borrower, dated the date of this Agreementsuch initial Loan, demonstrating compliance with each of counsel Subsections 7.01(m), 7.01(n), 7.01(p), 7.01(q) and 7.01(r). (q) All such releases and terminations which may be necessary so that the Bank receives a first priority lien on all of the Collateral. (r) Evidence reasonably satisfactory to the BorrowersBank that the Borrower, Advanced NMR and the other Guarantors are in form compliance with all material federal, state and substance local laws, rules and regulations (including, without limitation, ERISA). (s) Evidence of consummation of the Merger. (t) Copies of all capitalized leases to which the Borrower, any Subsidiary of the Borrower or Advanced NMR is a party. (u) Copies of all partnership agreements to which the Borrower or any of its Subsidiaries is a party. (v) Copies of all employment and compensation agreements with executive officers to which the Borrower is a party. (w) Evidence satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect Bank that such the Borrower has obtained all ordersthe rate protection required by Subsection 7.01(t). (x) Such other documents, instruments, records, assignments, consents, approvalscertificates, opinions, assurances and other authorizations and has made all filings and other notifications (governmental or otherwise) as the Bank may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Lender to make the Initial Loan is subject to the fulfillment, satisfaction (or waiver by the Lender) of solely the following conditions precedent on or prior to the reasonable satisfaction Initial Closing Date: (a) The Lender shall have received the following agreements, documents, certificates and opinions: (i) This Agreement, duly executed and delivered by the parties thereto; (ii) If requested by the Lender in writing no later than five Business Days prior to the Initial Closing Date, a Note for the Lender in accordance with Section 2.2, duly executed and delivered by the Borrower; (iii) The Deposit Account Control Agreement, duly executed and delivered by the Guarantor; (iv) The Guaranty and Cash Pledge Agreement, duly executed and delivered by the Guarantor; (v) The Borrower Pledge Agreement, duly executed and delivered by the Borrower; (vi) [Reserved]; (vii) An opinion addressed to the Lender from Milbank, Tweed, Xxxxxx & XxXxxx LLP, substantially in the form of Agent Exhibit J-1, and its counselan opinion addressed to the Lender from Xxxxx Xxxx LLP, substantially in the form of Exhibit J-2, each as counsel to the Borrower and Guarantor; (viii) A customary certificate of the Secretary or an Assistant Secretary of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lenderthe Guarantor with respect to resolutions of the board of directors or equivalent governing body of such Loan Party authorizing the execution and delivery of the Loan Documents to which such Loan Party is a party and identifying the officer(s) authorized to execute, deliver and take all other actions required by the Loan Documents to which such Person is a party, and providing specimen signatures of such officers; (bix) Agent shall have received a UCC search from The Articles of Organization of the Borrower and Certificate of Formation of the Guarantor and all amendments and supplements thereto, as filed in the office of the Secretary of State (or equivalent) of the state such Person’s jurisdiction of each Borrower’s organizationincorporation, the results certified by said Secretary of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each BorrowerState (or equivalent); (cx) Agent shall have received The bylaws of the Borrower and the operating agreement of the Guarantor and, in each case, all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary of such Person as being a true and correct copy thereof; (xi) A certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State (or equivalent) of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in and the Guarantor’s respective jurisdiction of incorporation as to legal existence and good standing of such Person in such state; (dxii) Agent shall have received a true and correct copy of (i) the A certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT the Borrower, substantially in the form of Exhibit K as being a true, correct and complete copy thereof, as in effect as to the solvency of the date of this Agreement Borrower and (ii) its Subsidiaries on a consolidated basis and the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as satisfaction of the date applicable conditions contained in this Section 3.1 (including as to the accuracy of this Agreementrepresentations and warranties as provided in Section 3.1(e)) and Section 3.3; (fxiii) Agent shall have received a true and correct copy A Notice of Borrowing with respect to the Initial Loan, together with written evidence that the amount of funds in the account subject to the Deposit Account Control Agreement is not less than 101% of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as principal amount of the date Loan requested in such Notice of this Agreement;Borrowing; and (gxiv) Agent A Form U-1 signed by the Borrower. (b) The Lender shall have received a certificate of a Responsible Officer of the Borrowers Borrower and MicroFinancial confirming that the Tender Offer Closing shall have occurred (ior substantially contemporaneously with the funding of the Initial Loan will occur). (c) attesting The Acquirer Investment shall have been made and the Borrower shall have used (or substantially contemporaneously with the funding of the Initial Loan and the application of the proceeds thereof will use) the entire amount of the proceeds thereof, together with the proceeds of the Initial Loan to the written consent extent the Acquirer Investment is insufficient, to purchase shares of common stock of MicroFinancial tendered pursuant to the board of directors Tender Offer and to make any other payments permitted by Section 5.6; (d) At any time on or similar governing body of such Borrower authorizing after the execution, delivery, and performance date of this Agreement and the other Loan Documents and (ii) attesting prior to the incumbency and signatures time of acceptance for payment of any shares of common stock of MicroFinancial tendered pursuant to the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and Tender Offer, no Seller Material Adverse Effect (as defined in the other Loan DocumentsMerger Agreement) shall have occurred. (he) Agent shall have received full payment of all Each of the out-of-pocket fees, costs, representations and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed warranties made by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers Loan Parties (A) in the Acquisition Documents as are material to the interests of the Lender (but only to the extent that the Acquirer or Merger Sub has the right to terminate the Merger Agreement or decline to close the Tender Offer as a result of the breach of such representations and warranties) and (B) in this Agreement under Sections 4.1(a)(i), 4.2(a), 4.3 (provided that the second sentence shall only apply to Collateral required to be perfected on the Initial Closing Date pursuant to Section 3.1(f) below), 4.7, 4.12 and 4.15, shall be true and correct in all material respects. (f) All necessary documents and instruments required to perfect the Lender’s liens on the Collateral created under the Security Documents shall have been delivered and be in form for filing (if applicable), in each case as contemplated by the Security Documents, it being acknowledged and agreed that the Borrower has authorized the Lender to file prior to the Initial Closing Date UCC-1 financing statements and UCC-3 financing statement amendments with respect to liens on the Collateral as contemplated by the Security Documents, and the Lender shall be entitled to file such financing statements on or before the Initial Closing Date; provided that to the extent a lien on any Collateral (other than assets with respect to which a lien may be perfected solely by the filing of a financing statement under the UCC) is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, the provision or perfection of such lien shall not constitute a condition precedent to the availability of the Initial Loan on the Initial Closing Date, but shall be required to be provided or perfected within sixty (60) days after the Initial Closing Date. (g) All fees and expenses required to be paid hereunder on or prior to the Initial Closing Date, with respect to expenses to the extent documented and invoiced in reasonable detail at least two (2) Business Days prior to the Initial Closing Date;, shall have been, or substantially concurrently with the funding of the Initial Loans hereunder will be, paid in full. (nh) Agent The Borrower and the Guarantor shall have received a Control Agreement with respect furnished the Lender such documents and other information reasonably requested by the Lender in writing at least five (5) Business Days prior to the Distribution Account; and (o) all other documents Initial Closing Date to comply with “know your customer” and legal matters in connection with anti-money-laundering regulations, including the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselPatriot Act.

Conditions Precedent to Initial Loan. This effectiveness Prior to the making by the Lenders of the initial Loan pursuant to this Agreement, the following conditions precedent shall have been satisfied in a manner satisfactory in form and substance to the Agent and each Lender: (i) a memorandum of this Agreement is subject to duly executed and notarized by the fulfillment, to Debtor and the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement been duly filed with the Surface Transportation Board and each other Loan Document, executed and delivered by each Borrower and each Lenderthe Office of the Registrar General of Canada; (bii) the Agent shall have received a UCC search from favorable Opinion of each of in-house counsel to the Secretary Debtor and its affiliates, of State Xxxxxx & Xxxxxx, special Surface Transportation Board counsel to the Debtor, and of Xxxx & Berlis, special Canadian counsel to the Debtor; (iii) there shall have been no Material Adverse Change; (iv) the Debtor shall have paid or made the arrangements acceptable to the Agent to (A) reimburse the Agent for all out-of-pocket expenses incurred by the Agent in preparing and negotiating this Agreement and in carrying out the transactions contemplated hereby, including (without limitation) all reasonable attorneys’ fees and expenses, (B) pay all recording and filing fees required in connection with this Agreement and the transactions contemplated hereby and (C) pay all amounts then due and owed, under Section 14, incurred in connection with the transactions evidenced by this Agreement; (v) all representations and warranties of the state Debtor contained in this Agreement or otherwise made in writing by or on behalf of each Borrower’s organization, the results of which Debtor in connection with the transactions contemplated hereby shall be true and correct in all material respects when made and as of the time of the making of such Loan with the same effect as though such representations and warranties had been made on and as of the time of the making of such Loan, and except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; (vi) the Debtor shall have performed all agreements and complied with all conditions contained herein required to be performed or complied with by it prior to or at the making of such Loan, and at the time of the making of such Loan (and after giving effect to the Loan and the application of the proceeds of such Loan) no Event of Default or Default shall have occurred and be continuing under this Agreement; (vii) the Debtor shall have delivered to the Agent an Officers’ Certificate, dated as of the date of the making of such Loan, substantially in the form of the document attached hereto as Exhibit D; (viii) the Agent shall have received evidence satisfactory thereto that the insurance required to Agentbe maintained pursuant to Section 9(a) is in full force and effect with respect to the Equipment being subjected to the lien of this Agreement on such date; (ix) the Debtor shall have executed and delivered to the Agent an Assignment Notice, substantially in the form of the document attached hereto as Exhibit C. The Agent agrees that it shall hold the originally executed Assignment Notice in escrow for so long as no Event of Default shall have occurred and be continuing; (x) the Debtor shall have joined the Collateral Agency Agreement, as a “Manager” and “Pledgor” thereunder and shall have filed identified Agent as a UCC-1 financing statement “Financing Party” (as defined therein) to the Collateral Agent pursuant to the procedure set forth therein; (xi) the Debtor shall have executed letter agreements in such state, respect of fees in form and substance satisfactory to Agent with respect (for avoidance of doubt, execution of that certain engagement letter, dated October 23, 2015, between the Agent and the Debtor shall evidence satisfaction of this condition if not superseded or replaced prior to each Borrowerthe Closing); (cxii) [Reserved];and (xiii) the Agent shall have received a certificate of status satisfactory Appraisal with respect each Borrower dated within 20 days of to all Equipment being added as Collateral on the date of this Agreementsuch Loan, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organizationor, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charterif applicable, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to Equipment during the Borrowers at least two (2) Business Days prior Limited Period, the fair market value of such Equipment reasonably determined by the Debtor and reasonably acceptable to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselAgent.

Conditions Precedent to Initial Loan. This effectiveness At the time of the initial Loan under this Agreement is Agreement, and subject to such exceptions as may be granted by Lender, the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent Lender shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; the following (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall all documents to be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to the Lender): (a) this Agreement duly completed and executed; (b) the duly completed and executed Notes, the duly executed and completed Security Agreement of each Borrower, the duly executed and completed Stock Pledge Agreement of each of CCI and CCG and the duly executed and completed Warrant Documents; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days satisfactory evidence of the recording of such Uniform Commercial Code financing statements in the Office of the Clerk of the Superior Court of Xxxxxx County, Georgia as the Lender may deem necessary or appropriate to perfect or maintain the perfection of the Lender's Liens under the aforesaid Security Agreements and Stock Pledge Agreements as well as written reports of examinations of the public records of such filing offices as the Lender may deem necessary or appropriate indicating that there are no other Liens of record covering any of the Collateral covered by such Security Agreements and Stock Pledge Agreements (except Permitted Liens); (d) duly executed stock certificates representing all of the issued and outstanding shares of capital stock of the Subsidiaries, together with undated stock powers executed in blank, in form and substance acceptable to the Lender covering all such shares; (e) certificates of the Borrowers in substantially the form of Exhibit K --------- attached hereto duly executed and appropriately completed; (f) the favorable opinion of the outside counsel for the Borrowers in the form of Exhibit L attached hereto (subject to such changes therein as may be --------- acceptable to the Lender); (g) a copy of the Certificate or Articles of Incorporation of each of the Borrowers (certified as of a recent date of this Agreement, such certificate to be issued by the Secretary of State of the State or other appropriate official of the state of each Borrower’s organizationsuch Credit Party's incorporation), which certificate shall indicate that such Borrower is in together with current good standing in such state; (d) Agent shall have received certificates or certificates of existence for each of the Borrowers issued as of a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified recent date by the Secretary of State or other appropriate official of the State such Credit Party's jurisdiction of the state of each Borrower’s organization within 20 days of the date of this Agreementincorporation; (eh) Agent shall have received a true copies of all documents and correct copy instruments, including all consents, authorizations and filings, required under any Requirement of (i) the Bylaws, certified Law or by a Responsible Officer any Contractual Obligation of FS CREIT as being a true, correct and complete copy thereof, as in effect as any of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a trueBorrowers, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing connection with the execution, delivery, performance, validity and performance enforceability of this Agreement the Credit Documents and the other Loan Documents documents to be executed and (ii) attesting delivered hereunder, and such consents, authorizations, filings and orders shall be reasonably satisfactory in form and substance to the incumbency Lender and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement shall be in full force and the other Loan Documents. (h) Agent effect and all applicable waiting periods shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documentsexpired; (i) Agent all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, be reasonably satisfactory in form and substance satisfactory to Agent and its counselLender; (j) Agent shall have received a certificate an initial Compliance Certificate of the Borrowers, duly executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documentscompleted; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected Borrowers' payment of the Initial Facility Fees due pursuant to have, in the reasonable opinion of Agent, a Material Adverse Effect;Section 3.2(a)(i) hereof; and (l) Agent shall have received a Compliance Certificate duly certificate executed by a Responsible Officer the President of Administrative Borrowereach Borrower certifying as to the Equipment owned by each such Borrower and the locations at which such Equipment is maintained; (m) Agent shall have received certified copies of each of the casualty and liability insurance policies of Borrowers, effective as of a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days date on or prior to the Closing Date, together, in the case of such casualty policies, with loss payable endorsements in form and substance acceptable to the Lender, naming the Lender as loss payee; (n) Agent shall have received landlords' and warehousemen's consents and waivers and similar waivers, dated as of a Control Agreement date on or before the Closing Date, with respect to the Distribution Accounteach parcel of real estate leased by Borrowers, or any of them, or warehouses at which Inventory or Equipment is located; and (o) all such other documents and legal matters in connection with documents, certificates, approvals or filings as the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance Lender may reasonably satisfactory to Agent and its counselrequest.

Conditions Precedent to Initial Loan. This effectiveness Prior to the initial Loan hereunder, the Borrower shall deliver to the Bank duly executed copies of this Agreement is subject Agreement, the Line of Credit Note and the documents enumerated below in this Section 4.01, all of which, as well as all legal matters incident to the fulfillmenttransactions contemplated hereby, shall be satisfactory in form and substance to the reasonable satisfaction of Agent Bank and its counsel, of each of the following conditions (unless otherwise waived by Agent):: (a) Agent shall have received Certified copies of all documents evidencing necessary approvals, if any, with respect to this Agreement Agreement, the Notes and each the Security Agreement, including, without limitation, any required approvals of governmental authorities and other Loan Document, executed and delivered by each Borrower and each Lender;Persons. (b) Agent shall have received a UCC search from A certificate, signed by the Secretary of State Clerk of the state Borrower, setting forth the names of each Borrower’s organizationthe officers of the Borrower authorized to sign this Agreement, the results Notes and any and all certificates, notices and reports referred to herein; such certificate shall contain the true signatures of which shall be satisfactory to Agent, such officers and shall have filed state that the Bank may conclusively rely on the statements made therein until the Bank shall receive a UCC-1 financing statement further certificate of the Clerk of the Borrower canceling or amending the prior certificate and submitting signatures of the officers named in such state, in form and substance satisfactory to Agent with respect to each Borrower;further certificate. (c) Agent shall have received a certificate A favorable written opinion of status with respect each counsel to the Borrower dated within 20 days of as to such matters as the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state;Bank may reasonably request. (d) Agent shall have received a true and correct A copy of (i) the certificate Articles of incorporation Organization of FS CREIT the Borrower and Charter, and (ii) the certificate of formation of Finance Holdings, in each caseall amendments thereto, certified by the Secretary of State of the State Commonwealth of Massachusetts, a copy of the state of each Borrower’s organization within 20 days By-Laws of the date Borrower, as amended to date, as certified by the Borrower"s Clerk, and certificates of this Agreement;the appropriate agencies in all other jurisdictions in which the Borrower is required to qualify to do business, attesting to its qualification and good standing (including tax good standing) in each such jurisdiction. (e) Agent shall have received a true and correct copy If the initial Loan is not made upon execution of (ithis Agreement, an Officer"s Certificate pursuant to Section 4.02(e) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of dated the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;such initial Loan. (f) Agent shall have received a true and correct copy of Such UCC-1 financing statements pursuant to the Advisory Agreements, certified by a Responsible Officer of FS CREIT Security Agreement for filing with such public offices as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;Bank may request. (g) Agent shall have received a certificate of a Responsible Officer The policies or certificates of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of insurance required by this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan DocumentsSecurity Agreement. (h) Agent shall have received full payment of all of the out-of-pocket feesSuch other documents, costsinstruments, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all ordersrecords, consents, approvalscertificates, opinions, assurances and other authorizations and has made all filings and other notifications (governmental or otherwise) as may shall be required in connection with set forth on the transactions contemplated closing agenda prepared by the Loan Documents; (k) no litigation, inquiry, other action Bank or proceeding (governmental or otherwise), or injunction or other restraining order as the Bank shall be pending or overtly threatened that could otherwise reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement Lender’s obligation to make the initial Loan is subject to the fulfillmentcondition precedent that Borrower shall, on or before January 9, 2009, consent to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall or have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statedelivered, in form and substance satisfactory to Agent with respect Lender, such documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to each Borrowerthe Loan Documents to which it is a party; (b) duly executed original signatures to the Security Agreement and Alternative Dispute Resolution Agreements; (c) Agent shall have received its Organizational Documents and a good standing certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the state date hereof; (d) Organizational Documents and a good standing certificate for each Guarantor certified by the Secretary of each Borrower’s organization within 20 days State of the State of Delaware as of a date of this Agreementno earlier than thirty (30) days prior to the date hereof; (e) Agent shall have received a true duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) the Comerica Control Agreement duly executed by Borrower, Comerica Bank and correct copy of Lender; (g) evidence that (i) the Bylaws, certified Liens (other than the Liens evidenced or authorized by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement Comerica Control Agreement) securing Indebtedness owed by Borrower to Comerica Bank will be terminated and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of documents and/or filings evidencing the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body perfection of such Borrower authorizing Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the executioninitial Loan, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documentsbe terminated. (h) Agent certified copies, dated as of a recent date, of financing statement searches, as Lender shall have received full payment of all of the out-of-pocket feesrequest, costs, and expenses of Agent accompanied by written evidence (including any UCC termination statements) that the reasonable and documented fees and expenses of Agent’s counsel) incurred Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the preparationinitial Loan, negotiation, execution, and delivery of this Agreement and the other Loan Documentswill be terminated or released; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counselDiligence Certificate executed by Borrower; (j) Agent shall have received a certificate the duly executed by a Responsible Officer of each Borrower original signatures to the effect that such Borrower has obtained all ordersGuaranty, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection together with the transactions contemplated by the Loan Documentscompleted Borrowing Resolutions for each Guarantor; (k) no litigationevidence satisfactory to Lender that the insurance policies required by Section 6.4 hereof are in full force and effect, inquiry, other action together with appropriate evidence showing loss payable and/or additional insured clauses or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, endorsements in the reasonable opinion favor of Agent, a Material Adverse EffectLender; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer the completion of Administrative Borrower;the Diligence Review with results satisfactory to Lender in its sole and absolute discretion; and (m) Agent shall have received a Beneficial Ownership Certification with respect to payment of the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents fees and legal matters Lender Expenses then due as specified in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselSection 2.4 hereof.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Lenders ------------------------------------ to make the initial Loan is subject to the fulfillment, to condition precedent that the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statereceived, in form and substance satisfactory to the Agent with respect to each Borrowerand its counsel, the following: (a) this Agreement and the Notes, duly executed by the Borrowers; (b) the Subsidiary Guaranty duly executed by the Brookstone Subsidiaries; (c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Subordination Agreement, such certificate to be issued duly executed by Stores and the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateCompany; (d) Agent shall have received certificates of the Secretary or an Assistant Secretary of the Parent, each Borrower and each of the Brookstone Subsidiaries with respect to resolutions of the Boards of Directors authorizing the execution and delivery of this Agreement, the Notes, the Subsidiary Guaranty and the Subordination Agreement and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (e) certificates of incorporation of the Parent, each Borrower and each of the Brookstone Subsidiaries and all amendments and supplements thereto, filed in the office of the Secretaries of State of Delaware and New Hampshire, respectively, each certified by said Secretaries of State as being a true and correct copy of thereof; (if) the certificate Bylaws of incorporation of FS CREIT and Charterthe Parent, each Borrower, and (ii) each of the certificate of formation of Finance Holdings, in each caseBrookstone Subsidiaries and all amendments and supplements thereto, certified by the Secretary of State or an Assistant Secretary of the State Parent, each Borrower, and each of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received Brookstone Subsidiaries respectively as being a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer certificates of the Borrowers (i) attesting to the written consent Secretaries of State of those jurisdictions where each Borrower, and each of the board Brookstone Subsidiaries owns or leases real property, as to legal existence and good standing of directors or similar governing body of such Borrower authorizing the execution, deliveryeach Borrower, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures each of the Responsible Officers of Brookstone Subsidiaries in such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.states; (h) Agent shall have received full payment of all of the out-of-pocket feesan opinion addressed to it from Cook, costsLittle, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparationXxxxxxxxxx & Xxxxxx, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselp.l.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Lender to make the initial Loan hereunder is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions precedent (unless otherwise waived by Agentor the waiver thereof): (a) Agent the Lender shall have received an opinion of (x) Xxx X. Xxxxx, general counsel of the Borrower and (y) Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., special counsel to the Borrower, in the forms set out as Exhibits C-1 and C-2 respectively, and covering such other matters incident to the transactions contemplated by this Agreement as the Lender may reasonably request, addressed to the Lender and each other Loan Document, executed and delivered by each Borrower and each Lenderdated the date of the initial Loan; (b) Agent the Lender shall have received a UCC search from an opinion of (x) Debevoise & Xxxxxxxx, special U.S. counsel to the Secretary of State Guarantor, (y) an in-house counsel for the Guarantor, (z) an in-house counsel for the Parent Guarantor, in the forms set out as Exhibits X-0, X-0 and D-3 respectively, and covering such other matters incident to the transactions contemplated hereby as the Lender may reasonably request, addressed to the Lender and dated the date of the state of each Borrower’s organization, initial Loan; (c) the results of which shall be satisfactory to Agent, Guaranty and the Parent Guarantee shall have filed a UCC-1 financing statement in such statebeen duly authorized, executed and delivered to the Lender, in form and substance satisfactory to Agent with respect to each Borrower; (c) Agent the Lender, and the Guaranty and the Parent Guarantee shall be in full force and effect; and the Lender shall have received a certificate of status with respect each Borrower dated within 20 days fully executed original copy of the date of this Agreement, such certificate to be issued by Guaranty and the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateParent Guarantee; (d) Agent the Lender shall have received a true and correct copy of (i) documents it may reasonably request relating to the certificate existence of incorporation of FS CREIT the Borrower, the Guarantor and Charterthe Parent Guarantor, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State a copy of the State of the state organizational documents of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the BylawsObligor, duly certified by a Responsible Officer director or officer of FS CREIT as being such Obligor, (iii) a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent relevant resolutions of the board of directors of the Borrower duly certified by a director or similar governing body officer of such Borrower authorizing the execution, deliveryBorrower, and performance such evidence of this Agreement the due authorization of the Guaranty and the other Loan Documents and Parent Guarantee as the Lender may reasonably request, (iiiv) attesting to the incumbency and a copy of specimen signatures of the Responsible Officers duly authorized officers of each Obligor executing the Transaction Documents to which such Obligor is a party, duly certified by a director or officer of such Borrower executing on behalf of such Borrower this Agreement Obligor, and (v) an Officer's Certificate confirming that the other Loan Documents. (h) Agent shall have received full payment of all borrowing of the out-of-pocket fees, costsCommitment in full would not cause any borrowing limit bidning on the Borrower to be exceeded, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that all such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and all proceedings relating thereto shall be in form and substance reasonably satisfactory to Agent the Lender and its special counsel; (e) the Lender shall have received from the Borrower for its own account a duly executed Note of the Borrower dated the date of the initial Loan; (f) the Lender shall have received a notification from the Guarantor to the effect that the conditions set forth in Section 3.1 of the Reimbursement Agreement have been fulfilled to the satisfaction of the Guarantor or waived by the Guarantor; and (g) the Borrower shall have paid the fees and expenses referred to in Section 7.3(a).

Conditions Precedent to Initial Loan. This It shall be a condition precedent to the effectiveness of this Agreement is subject to and the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each making of the following conditions (unless otherwise waived by Agent): (a) Agent initial Loan hereunder that the Lender shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent with respect the Lender in its sole discretion: (a) Evidence satisfactory to each Borrowerthe Lender that the Borrower is duly authorized to enter into this Agreement and all transactions contemplated hereby and to execute and deliver this Agreement, the Notes and all documents to be executed in connection therewith; (cb) Agent shall have received a A certificate of status with respect each Borrower dated within 20 days the Manager of the date Borrower attesting, among other things, (i) that true, correct and complete copies of the Borrower's certificate of organization and Operating Agreement, together with all amendments thereto, have been delivered to the Lender, (ii) that provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of the Agreement, the Notes and the other documents and transactions contemplated thereby and the borrowings hereunder and the Manager has so authorized and such authorization is in full force and effect, (iii) that all representations and warranties made in connection with this Agreement are true, accurate and correct in all respects, (iv) to the incumbency of the Manager, or any other Person executing this Agreement, such certificate to be issued by the Secretary of State Notes and any related documents on behalf of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower and (v) attached thereto is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as of certificate of organization filed in effect as the Borrower's jurisdiction of the date of this Agreement organization and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereofof the certificate of incorporation, as in effect certificate of designation of class A preferred stock, and by-laws of BRC. (c) A certificate of good standing from the Borrower's and BRC's jurisdiction of organization; (d) The Securities Agreement duly executed on behalf of the Borrower and the Custodian; (e) Written evidence that the Securities Account has been established and that the Manager of Belvedere has consented to the pledge of the shares Belvedere; (f) Evidence that the aggregate market value of the Collateral (as of the date of this Agreement; (fthe initial Loan and as calculated in accordance with the determination of Net Asset Value) Agent shall have received a true and correct copy is equal to or exceeds 250% of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as sum of the date Required Amount plus the principal amount of this Agreementthe initial Loan; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing UCC-1 Financing Statements duly signed on behalf of such Borrower this Agreement and the other Loan Documents.Borrower; (h) Agent shall have received full payment of all of Instructions from the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred Borrower in connection with the preparationpayment from the proceeds of the initial Loan of all placement fees, negotiation, execution, selling commissions and delivery cost and fees (including legal fees incurred by the Lender as to which a statement has been delivered to the Borrower) which are due and payable as of this Agreement and the other Loan Documentsdate hereof; (i) Agent shall have received the written opinions, dated the date The favorable opinion of this Agreement, of counsel Counsel to the BorrowersBorrower covering matters of Massachusetts and United States law, in the form and substance satisfactory to Agent and its counselof Exhibit C hereto; (j) Agent shall have received a certificate the Note, dated as of the date hereof, duly executed by a Responsible Officer on behalf of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan DocumentsBorrower; (k) no litigation, inquiry, other action or proceeding the Closing (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, as defined in the reasonable opinion Private Placement Memorandum) shall occur contemporaneously with the making of Agent, a Material Adverse Effectthe initial Loan hereunder; (li) Agent shall have received a Compliance Certificate the MLCS Swap Agreement and all Exhibits thereto, duly executed by a Responsible Officer on behalf of Administrative Borrower;the Borrower and (ii) evidence that the Borrower has executed the "Confirmations" relating to the MLCS Swap Agreement; and (m) Agent the Lender shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all such other documents and legal matters in connection with as the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance Lender may reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject Prior to the fulfillmentinitial ------------------------------------ Revolving Loan and the Term Loan hereunder, the Borrower shall deliver to the reasonable satisfaction of Agent and its counsel, of each of Lender the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statedocuments, in form and substance satisfactory to Agent with respect the Lender and its counsel: (a) This Agreement, the Revolving Note, the Term Note, the Security Instruments, and all other agreements and documents which the Lender requests of the Borrower, and which are incident thereto. (b) Uniform Commercial Code Financing Statements, so-called landlord's waivers, and all such other documents as shall be necessary or desirable to each Borrower;vest in the Lender a perfected, first priority security interest in and to all of the Collateral. (c) Agent shall have received a certificate A favorable written opinion of status with respect each Borrower dated within 20 days counsel to the Borrower, in the form of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state;Exhibit D attached hereto. --------- (d) Agent shall have received a true and correct A copy of (i) the certificate Charter of incorporation of FS CREIT the Borrower and Charter, and (ii) the certificate of formation of Finance Holdings, in each caseall amendments thereto, certified by the Secretary of State of the State jurisdiction in which the Borrower is incorporated; a copy of the state of each Borrower’s organization within 20 days By-laws of the date Borrower, as amended to date, as certified by its clerk or Secretary; certificates of this Agreement;legal existence and good standing of the Borrower in the jurisdiction of its incorporation; and certificates of the appropriate government offices in Massachusetts, Texas and California, attesting to its qualification and good standing in each such jurisdiction. (e) Agent Certified copies of the resolutions of the Board of Directors (and, if necessary, stockholders) of the Borrower evidencing approval of this Agreement, the Revolving Note, Term Note, the Security Instruments and the other matters contemplated hereby and thereby, together with certified copies of all documents evidencing other necessary corporate action or approvals, if any, with respect to this Agreement, the Revolving Note, the Term Note, the Security Instruments and such other matters, including, without limitation, any required approvals of governmental authorities and other Persons. (f) A certificate, signed by the Secretary or Clerk of the Borrower, setting forth the names of the officers of the Borrower authorized to sign this Agreement, the Revolving Note, the Term Note, the Security Instruments and any and all certificates, notices and reports referred to herein or therein. Each such certificate shall contain the true signatures of such officers, and the Lender may conclusively rely on the statements made therein until the Lender shall have received a true further certificate of such Secretary or Clerk canceling or amending the prior certificate and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as submitting signatures of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as officers named in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;such further certificate. (g) Agent shall have received a certificate of a Responsible Officer Evidence of the Borrowers (i) attesting to the written consent consummation of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan DocumentsAcquisition. (h) Agent shall have received full payment The policies or certificates of insurance required by this Agreement or the Security Instruments, listing the Lender as additional insured and loss payee. (i) A certificate executed by the chief financial officer of the Borrower affirming compliance with the provisions of Section 6.02(d) and Section 8.02. (j) The Borrower's audited balance sheets, statements of income and retained earnings and cash flows for the fiscal year ending as of September 30, 1998 and the Borrower's most recently filed Form 10-Qsb. (k) Payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) expenses, including, without limitation, facility fees and attorneys' fees and expenses, incurred by Lender in connection with the preparation, negotiation, execution, negotiation and delivery execution of this Agreement and the all other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect;related documents. (l) Agent Such other documents, instruments, records, assignments, consents, certificates, opinions, assurances and authorizations as the Lender shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrequire.

Conditions Precedent to Initial Loan. This effectiveness The making of this Agreement is the initial Loan shall be subject to the fulfillmentsatisfaction, to the reasonable satisfaction of Agent and its counselas determined by Lender, of each of the following conditions (unless otherwise waived by Agent):conditions: (ai) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State ’s receipt of the state of following, each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each BorrowerLender: (1) an executed counterpart of this Agreement; (c2) Agent an executed counterpart of the Pledge Agreement between Borrower and Lender, dated as of the date hereof, in the form attached hereto as Exhibit A (the “Borrower Pledge Agreement”); (3) an executed counterpart of the Security Agreement between Computerized Bookmaking Systems, Inc., a Nevada corporation and wholly-owned subsidiary of Borrower (“CBS” ; Borrower and CBS being sometimes hereinafter referred to individually as a “Grantor” and, collectively, as the “Grantors”), and Lender, dated as of the date hereof, in the form attached hereto as Exhibit B (the “CBS Security Agreement”; this Agreement, the Borrower Pledge Agreement, the CBS Security Agreement and all other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the Obligations, the Collateral (as defined in the Borrower Pledge Agreement or the CBS Security Agreement, or any other aspect of the transactions contemplated by this Agreement) are hereinafter sometimes referred to, individually, as a “Loan Document” and, collectively, as the “Loan Documents”); (4) an executed written direction from Borrower to Lender that, from the proceeds of the initial Loan, an amount equal to the principal and accrued interest outstanding under the Existing Loan be retained by Lender and applied in satisfaction of the Existing Loan; (5) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Grantor as Lender may require evidencing the identity, authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Grantor is a party; (6) an executed counterpart of an amendment to the Warrant to Purchase Shares of Common Stock issued on June 11, 2010, by Borrower to Lender (the “Warrant”) amending the Warrant (a) to require Borrower to provide Lender, in its capacity as warrantholder, with the written notice to attend and the opportunity to be present and observe all regular and special meetings of directors of each Grantor deliver to Lender, and (b) to grant to Lender, in its capacity as warrantholder, at its sole discretion, upon the occurrence of any Event of Default the right to (i) provide Borrower with written notice demanding that Borrower increase number of members of the Board of Directors of Borrower by 2 persons and (ii) fill the 2 vacancies with persons designated by Lender until such time as they may be elected to the Board of Directors by the shareholders at the Borrower’s next annual shareholder’s meeting; (7) such documents and certifications as Lender may require to evidence that each Grantor is duly organized or formed, and that each Grantor is validly existing, in good standing and qualified to engage in business in the State of Nevada; (8) a current receivables ageing, prepared in the form required by the CBS Security Agreement; (9) a lockbox agreement, executed by all parties thereto, regarding collection of the proceeds of Collateral granted pursuant to the CBS Security Agreement; and (10) such other assurances, certificates or documents as Lender may require. (ii) All liens and security interests granted pursuant to the Loan Documents shall have been perfected and shall be subject to no other liens or security interests (whether junior, equal or senior in priority), and Lender shall have received a certificate of status with respect each Borrower dated within 20 days evidence satisfactory to Lender to that effect (including, without limitation, evidence of the date filing in the Office of this Agreement, such certificate to be issued by the Secretary of State of the State of Nevada by Borrower of a UCC-1 Financing Statement showing CBS as debtor and Lender as secured party perfecting the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state;Collateral granted pursuant to the CBS Security Agreement). (diii) Agent Borrower shall have received a true paid all fees and correct copy expenses (including the fees and disbursements of (icounsel) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, incurred by Lender in each case, certified by the Secretary of State connection with any of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselthereby.

Conditions Precedent to Initial Loan. This effectiveness The obligations of this Agreement is the Lenders to undertake the Commitments and to make the initial Loans hereunder, and the obligation of the Issuing Bank to issue any initial Letter of Credit hereunder, are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, prior fulfillment of each of the following conditions (unless otherwise waived by Agent):on or before December 15, 2011: (a) The Administrative Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such statefollowing, in form and substance satisfactory to Agent the Lender Group: (i) This Agreement duly executed by the Borrowers, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrowers; (iii) The Security Agreement duly executed by each Credit Party, together with Uniform Commercial Code financing statements related thereto; (iv) All other Security Documents duly executed by each Credit Party party thereto; (v) A Controlled Account Agreement with respect to each Borrowerdeposit account set forth on Schedule 6.15 maintained by any Credit Party at a depository institution, duly executed by such Credit Party, the Administrative Agent, and such depository institution; (cvi) Agent An Information and Collateral Disclosure Certificate with respect to the Credit Parties duly executed by such Credit Party; (vii) The legal opinions of Xxxxxxxx and Xxxxxxxx LLP, counsel to the Credit Parties, as well as any local counsel to the Credit Parties (if requested by the Administrative Agent), addressed to the Lender Group, which opinions shall have received cover the transactions contemplated hereby and in the other Loan Documents and include, among other things, opinions as to corporate or limited liability company power and authority; due authorization; good standing or existence; no conflicts with organizational documents, laws, agreements, and order and decrees; no liens triggered by execution and delivery of the Loan Documents; necessary consents; execution and delivery; enforceability; margin regulations; investment company act; attachment and perfection of security interests; choice of law; and usury; (viii) If Loans are to be made on the Agreement Date, a duly executed Request for Loan with disbursement instructions attached thereto; (ix) A loan certificate signed by an Authorized Signatory of each Credit Party, including a certificate of status incumbency with respect to each Borrower dated within 20 days Authorized Signatory of such Person, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the date certificate of this Agreementincorporation or formation, articles of organization, or similar organizational document of such certificate Person certified to be issued true, complete and correct by the Secretary of State of the State of the state of each Borrowersuch Person’s organizationincorporation or formation, which certificate shall indicate that such Borrower is in good standing in such state; (dB) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreementsbylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents and the Bank Products Documents and, with respect to the Borrowers, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; (x) A solvency certificate executed by the chief financial officer of the Parent regarding the solvency and financial condition of the Credit Parties, together with a balance sheet as of October 31, 2011, which balance sheet shall give pro forma effect to the incurrence of the initial Loan, if any, hereunder, and which solvency certificate shall contain a representation and warranty that there has been no material increase in liabilities or material decrease in assets since October 31, 2011; (xi) Certificates of insurance, additional insured endorsements (if available), and, if applicable, lender’s loss payable endorsements with respect to the Credit Parties in each case, meeting the requirements of Section 6.5; (xii) UCC, Lien, Real Property Lien, and Intellectual Property searches, and all other searches and other evidence satisfactory to Administrative Agent showing that there are no Liens upon the Collateral (other than Permitted Liens); (xiii) Payoff letters, termination statements, and the like (including, without limitation, cancellation of all existing letters of credit) required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens), the repayment of debt to be repaid, or the termination of other credit facilities on the Agreement Date; (1) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral in the Borrowing Base as of the Agreement Date, including, without limitation, through the filing of UCC financing statements containing adequate legal descriptions and record owner information in the Real Property records applicable to any Accounts or Inventory constituting As-Extracted Collateral that will be included in the Borrowing Base as of the Agreement Date and (2) delivery of all possessory Collateral to the Lender required to be delivered in accordance with the Security Documents; (xv) A cash deposit by the Borrowers of not less than $62,500,000 in the Agreement Date Collateral Account; (xvi) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xvii) A Third Party Agreement with respect to the Credit Parties’ headquarters location and Jacksonville, Florida, division location; (xviii) A certificate signed by an Authorized Signatory of the Borrowers certifying that each of the applicable conditions set forth in Section 4.2 have been satisfied; (xix) Out-of-state affidavits for each Credit Party organized under the laws of the State of Florida; and (xx) All such other documents as the Administrative Agent may reasonably request, certified by a Responsible Officer an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lead Arrangers and the Administrative Agent shall have completed its financial, collateral, regulatory, and legal due diligence of FS CREIT as being a trueCredit Parties, correct and complete copy thereofall credit investigations and background checks, as in effect as and the results, form, and substance of each of the date of this Agreement;foregoing items shall be satisfactory to Administrative Agent. (gc) The Lead Arrangers and the Administrative Agent shall be satisfied that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Parent and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2010, which change has had or would be reasonably expected to have a Materially Adverse Effect, and the Administrative Agent shall have received a certificate of a Responsible Officer an Authorized Signatory of the Borrowers so stating. (d) The Lead Arrangers shall have received and be satisfied with (i) attesting to the written consent financial statements (including balance sheets, statements of the board of directors or similar governing body of such Borrower authorizing the execution, deliveryincome, and performance statements of this Agreement and the other Loan Documents cash flows) described in Section 5.1(k) and (ii) attesting to the incumbency and signatures forecasts of the Responsible Officers of such Borrower executing income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending December 31, 2015, prepared on behalf of such Borrower this Agreement a monthly basis for the fiscal year ending December 31, 2012, prepared on a quarterly basis for each fiscal year ending December 31, 2013, and prepared on an annual basis for each fiscal year thereafter, which forecasts shall demonstrate that the other Loan DocumentsBorrowers will have adequate Excess Availability through December 31, 2015, as determined by the Left Lead Arranger in its Permitted Discretion. (he) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) The Administrative Agent shall have received a certificate executed signed by a Responsible Officer an Authorized Signatory of each Borrower the Borrowers certifying (i) that all Necessary Authorizations are in full force and effect, are not subject to the effect that such Borrower has obtained all orders, consents, approvalsany pending or threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions transaction contemplated by the Loan Documents;Documents or the conduct of the businesses and the ownership (or lease) of the Properties of the Credit Parties and (ii) that attached thereto are true, correct, and complete copies of all such Necessary Authorizations. (kf) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) The Administrative Agent shall have received a Compliance Certificate duly executed by a Responsible Officer Borrowing Base Certificate, in form and substance reasonably satisfactory to the Administrative Agent reflecting that, among other things, as of Administrative Borrower;the Agreement Date (after giving effect to any initial Loans and the issuance of any initial Letter of Credit, in each case, hereunder on the Agreement Date), Excess Availability shall not be less than $200,000,000. (mg) The Administrative Agent shall have received a Beneficial Ownership Certification with respect completed to its satisfaction all field audits and appraisals required by the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) Administrative Agent, all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall of which must be in form and substance reasonably satisfactory to the Lead Arrangers, which shall evidence Excess Availability in an amount not less than $200,000,000 (after giving effect to any initial Loans and the issuance of any initial Letter of Credit, in each case, hereunder on the Agreement Date). (h) The Administrative Agent shall have received all documentation and its counselinformation required by any Governmental Authority under any applicable “know your customer” and anti-money laundering laws no later than five (5) Business Days prior to the Agreement Date.

Conditions Precedent to Initial Loan. This effectiveness The obligations of this Agreement is the Lenders to undertake the Revolving Loan Commitment and to make the initial Term Loan hereunder, and the obligation of the Issuing Bank to issue any initial Letter of Credit hereunder, are subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, prior or concurrent fulfillment of each of the following conditions (unless otherwise waived by Agent):conditions: (a) The Term Facility Administrative Agent shall have received this each of the following, in form and substance reasonably satisfactory to each Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Commitments Ratio of its Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, together with Uniform Commercial Code financing statements related thereto, certificates representing all of the certificated Equity Interests of the pledged Subsidiaries, and all other original Collateral to be delivered to the Collateral Agent pursuant to the Security Agreement, and transfer powers with respect thereto duly endorsed in blank; (iv) Certificates of insurance with respect to the insurance policies of the Borrower Parties, in each other Loan Documentcase, meeting the requirements of Section 6.5; (v) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices, it being agreed that the lien search results received by each Administrative Agent prior to the date hereof is in form and substance reasonably satisfactory to each Administrative Agent; (vi) A Trademark Security Agreement duly executed and delivered by each Borrower and each LenderParty; (bvii) Agent shall have received The duly executed Intercreditor Agreement; (viii) The legal opinion of Xxxxxx Xxxx & Xxxxxxxx LLP, counsel to the Borrower Parties, addressed to the Lender Group; (ix) The legal opinion of Xxxxxxx XxXxxxxxx LLP, regulatory counsel to the Borrower Parties, addressed to the Lender Group; (x) With respect to each Borrower Party, a UCC search from loan certificate signed by the Secretary secretary or assistant secretary of State such Person (or, in the case of the state of each Borrower’s organizationa Person that is a partnership, the results general partner of which shall be satisfactory to Agentsuch Person or, and shall have filed in the case of a UCC-1 financing statement in Person that is a limited liability company, the members or manager, as appropriate, of such statePerson), in form and substance satisfactory to Agent each Administrative Agent, including a certificate of incumbency with respect to each Borrower; Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (cA) Agent shall have received a certificate of status with respect each Borrower dated within 20 days copy of the date Certificate of this Agreement, Incorporation or Formation of such certificate Person certified to be issued true, complete and correct by the Secretary of State of the State of the state of each Borrowersuch Person’s organizationincorporation or formation, which certificate shall indicate that such Borrower is in good standing in such state; (dB) Agent shall have received a true true, complete and correct copy of the By-Laws, partnership agreement or operating agreement of such Person, (C) a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of the Loan Documents and, with respect to Borrowers, authorizing the borrowings hereunder, (D) certificates of good standing from such Person’s jurisdiction of formation and each other jurisdiction in which such Person does business; (xi) Payment of all fees and expenses payable to the Administrative Agents (including, without limitation, fees and expenses of one counsel to the Administrative Agents) and fees payable to the Arrangers and Lenders in connection with the execution and delivery of this Agreement that are invoiced at least one Business day prior to the date hereof; (xii) A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of the Borrower Parties, after giving effect to the Transactions contemplated herein including the initial Loan and, if any, the issuance of the initial Letter of Credit hereunder; and (xiii) A duly executed Request for Loan for the initial Loan of the Term Loans; (b) The Lender Group shall have received (i) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Zayo and AboveNet for each of the certificate last three fiscal years ended more than 90 days prior to the Agreement Date, (ii) unaudited consolidated balance sheets and related statements of incorporation income and cash flows of FS CREIT each of Zayo and CharterAboveNet for each subsequent fiscal quarter ended at least 45 days before the Agreement Date and after December 31, 2011 and (iii) a pro forma consolidated balance sheet and related statements of income and cash flows for Zayo for the latest four fiscal quarter period ended with the latest period covered by the financial statements delivered pursuant to clause (ii) above. (c) Immediately following the Transactions, neither the Borrowers nor any of their Subsidiaries shall have any third party Funded Debt for Borrowed Money other than (A) the Facilities, (B) in the case of the Borrower and its Subsidiaries, the Existing Secured Notes solely to the extent that following a tender offer for the Existing Secured Notes, (i) such Existing Secured Notes are subject to covenant defeasance and release of liens upon the collateral securing the Existing Secured Notes and (ii) the certificate amount of formation all Existing Secured Notes not so tendered does not exceed $25 million and (C) in the case of Finance HoldingsAboveNet and its subsidiaries, set forth on Schedule 8.1. (d) Since March 18, 2012, there shall have been no occurrences that, individually or in each casethe aggregate, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement;have had and continue to have, or would be reasonably expected to have, an AboveNet Material Adverse Change. (e) Agent The representations and warranties made in the AboveNet Acquisition Agreement by AboveNet or any other party thereto that are material to the interests of the Lenders shall have received a be true and correct copy in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects), but only to the extent that the accuracy of such representations or warranties is a condition to the Borrowers’ (ior their Affiliates’) obligation to consummate the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;AboveNet Acquisition thereunder. (f) Agent The representations and warranties set forth in Section 5.1(a)(i), (a)(ii), (b), (e)(i), (e)(ii) (only with respect to charter documents and other organizational documents), (s), (t), (y), (z) and (aa) hereof shall have received a be true and correct copy in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects), both before and after giving effect to the application of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as proceeds of the date of this Agreement;Loans. (g) Agent Prior to or substantially simultaneously with the initial funding of the Facilities, the Borrower shall have received a certificate the proceeds of a Responsible Officer of the Borrowers Equity Issuance (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting extent not otherwise applied to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan DocumentsTransactions). (h) The Senior Secured Note Indebtedness shall have been issued in the aggregate amount of $750,000,000. (i) The Senior Unsecured Note Indebtedness shall have been issued in the aggregate amount of $500,000,000. (j) The Borrower Parties shall have provided the documentation and other information to the Lenders that are required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the USA Patriot Act, in each case requested at least five business days prior to the Agreement Date (k) The Term Facility Administrative Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of evidence reasonably satisfactory to each Administrative Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; that either (i) Agent shall have received the written opinions, dated AboveNet Acquisition has been consummated substantially concurrently with the date initial funding of this the Facilities in accordance with the Acquisition Agreement, of counsel without waiver or amendment thereof or any consent thereunder that would be materially adverse to the Borrowers, in form and substance satisfactory to Agent and its counsel; Lenders or (jii) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement Escrow Proceeds shall have been delivered or executed or recorded and shall be deposited in form and substance reasonably satisfactory to Agent and its counselthe Escrow Account (as defined in the Escrow Agreement).

Conditions Precedent to Initial Loan. This effectiveness of this Agreement Each Lender’s obligation to make its initial Loan hereunder is subject to the fulfillment, to the reasonable satisfaction of the Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):conditions: (a) The Agent shall have received this Agreement and the following, each other Loan Document, (as applicable) duly executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to the Agent in its sole discretion: (i) the Notes, duly executed by Borrower, payable to the order of each Lender; (ii) the Security Agreement duly executed by Borrower AHL and Xxxxx & Company Securities LLC and all documents contemplated thereby; (iii) the AHL Security Agreement duly executed by AHL; (iv) the Dain Control Agreement duly executed by Borrower and Dain; (v) a copy of the Dain Account Agreement; (vi) copy of the Certificate of Formation and LLC Agreement of Borrower as then in effect; (vii) copy of the Guarantor’s articles of incorporation and By-laws as then in effect; (viii) a copy of the Management Agreement as in effect on the date hereof; (ix) certified copies of (A) resolutions of the Board of Managers of Borrower and of the Board of Directors of Guarantor authorizing and approving the execution, delivery and performance by Borrower and Guarantor of this Agreement and the other Credit Documents and the borrowings hereunder, and (B) documents evidencing all other necessary actions and governmental approvals, if any, with respect to each this Agreement and any other Credit Document and the transactions contemplated hereby and thereby; (x) a certificate of Borrower, executed by an authorized officer, certifying the names, titles and true signatures of the officers of Borrower authorized to sign this Agreement or any other Credit Document to which Borrower is a party and to make Borrowings hereunder and otherwise to act on behalf of Borrower hereunder and stating that Lender is authorized to rely thereon until notified of any change by Borrower; (cxi) Agent shall have received a certificate of status with respect each Borrower dated within 20 days Guarantor, executed by its Secretary, certifying the names, titles and true signatures of the officers of Guarantor authorized to sign this Agreement or any other Credit Document to which Guarantor is a party and authorized to act on behalf of Guarantor hereunder and stating that Lender is entitled to rely thereon until notified of any change by Guarantor in writing; (xii) a certificate issued by the Secretary of State of Delaware, dated a date not more than ten Business Days prior to the Closing Date, as to the valid existence and good standing of this Agreement, such Borrower; (xiii) a certificate to be issued by the Secretary of State of the State of Maryland dated a date not more than ten Business Days prior to the state of each Borrower’s organizationClosing Date, which certificate shall indicate that such Borrower is in as to the valid existence and good standing in such stateof Guarantor; (dxiv) Agent shall have received a true and correct copy written opinion(s) of (i) the certificate of incorporation of FS CREIT and CharterLamb XxXxxxxx PC, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the BorrowersBorrower and Guarantor, in form and substance satisfactory to the Agent, addressed to the Agent and its counseleach Lender and dated the Closing Date covering such matters as the Agent or any Lender shall specify; (jxv) Agent shall have received a certificate executed by a Responsible Officer written opinion of each Borrower Cayman Islands counsel to AHL, satisfactory in form and substance to the effect that Agent, as to the power and authority of AHL to execute, deliver and perform the AHL Security Agreement and each other Credit Document executed and delivered by it, as to its due execution and delivery thereof and as to such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental matter as the Agent or otherwise) as may be required in connection with the transactions contemplated by the Loan Documentsany Lender shall specify; (kxvi) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened evidence that could reasonably be expected the Alesco Funding Preferred Shares set forth in Schedule 4.01(a) hereto are credited to have, in the reasonable opinion Dain Account and that such Alesco Funding Preferred Shares have a Value of Agent, a Material Adverse Effectnot less than $160,000,000; (lxvii) Agent evidence of the due filing in each appropriate jurisdiction of such documents, and the taking of all such other actions, as the Bank shall have received specify to obtain a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrowerfirst priority, perfected Lien on the Collateral; (mxviii) Agent shall have received the results of tax, judgment and lien searches on Borrower in all jurisdictions specified by the Agent, each dated a Beneficial Ownership Certification with respect to the Borrowers at least two (2) date not more than ten Business Days prior to the Closing Date; (nxix) Agent shall have received a Control Agreement with respect to the Distribution Accountcopy of a Valuation Report as of February 28, 2007; and (oxx) all such other approvals, opinions and documents relating to the organization, existence and legal matters in connection with good standing of each Obligor, this Agreement and the transactions contemplated by this Agreement hereby as Lender shall have been delivered or executed or recorded and requested. (b) Borrower shall be in form and substance reasonably satisfactory to have reimbursed the Agent and its counseleach Lender for legal fees incurred by the Agent pursuant to Section 10.04 that have been invoiced to Borrower.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement the Bank to make any Loan to be made on the Closing Date is subject to the fulfillmentsatisfaction, immediately prior to or concurrently with the making of such Loan, of the following conditions and in the case of documentation, dated the Closing Date (unless otherwise provided below) and in form and substance satisfactory to the reasonable satisfaction Bank; provided, however, the Closing Date shall be no later than 45 days from the date of Agent execution of this Agreement: (a) this Agreement, duly executed and its counseldelivered by the Borrower and the Bank; (i) the Term Note duly executed by the Borrower, (ii) the Security Agreement duly executed by the Borrower, (iii) the Guaranty duly executed by the Guarantor, (iv) the Subordination Agreement, (v) Control Agreements executed by the relevant depositary and the Borrower with respect to the deposit accounts and securities accounts of the Borrower selected by the Bank and (vi) all other agreements or instruments required to create or perfect a security interest in the Borrower's personal property; (c) incumbency certificates for each of the Borrower and the Guarantor, in each case dated as of the Closing Date and executed by the Chairman of the Board of the Borrower and the Chief Executive Officer of the Guarantor, as applicable; (d) a copy of the resolutions of the Board of Directors of the Borrower and the Guarantor authorizing (i) the execution, delivery and performance of the Credit Documents to which it is or will be a party and (ii) in the case of the Borrower, the borrowings contemplated hereunder, certified by the Secretary of the Borrower and the Chief Executive Officer of the Guarantor, as applicable, as of the Closing Date, which certificate states that such resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect; (e) one or more certificates of the appropriate Governmental Persons of the State of California, dated reasonably near the Closing Date, attaching the charter documents of the Borrower and all amendments thereto and certifying that such amendments are the only amendments to the Borrower's charter documents on file; (f) certificates, dated a recent date, of the Secretaries of State of California and Texas and each other jurisdiction where the Borrower is required to be qualified to do business under such jurisdiction's law, certifying as to the existence and good standing of, and the payment of taxes by, the Borrower in such state; (g) copies of the Organic Documents of each of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lenderthe Guarantor certified as of the Closing Date as complete and correct copies thereof by the Secretary of the Borrower and Chief Executive Officer of the Guarantor, as applicable; (bh) Agent shall have received payment of a UCC search from front-end fee in the Secretary amount of State of the state of each Borrower’s organization, the results $80,000 (receipt of which shall be satisfactory is hereby acknowledged by the Bank); (i) payment of all other fees, costs and expenses, accrued and unpaid and otherwise due and payable on or before the Closing Date by the Borrower in connection with this Agreement; (j) the executed legal opinion of counsel to Agent, the Borrower and shall have filed a UCC-1 financing statement in such statethe Guarantor, in form and substance satisfactory to Agent with respect to each Borrowerthe Bank; (ck) Agent such UCC and other Lien searches as the Bank shall deem necessary; (l) evidence satisfactory to the Bank that the credit facility between the Borrower and Comerica Bank-California and all other Debt of the Borrower not permitted by the Credit Documents have been repaid, and all Liens in connection therewith released; (m) no Default shall have occurred and be continuing on the Closing Date or would occur after giving effect to the Loans requested to be made on the Closing Date, and the representations and warranties contained in this Agreement and each other Credit Document and certificate or other writing delivered to the Bank in satisfaction of the conditions set forth in this Section 3.1 prior to or on the Closing Date shall be correct in all material respects on and as of the Closing Date, and the Bank shall have received a certificate of status with respect each the Borrower to such effect, dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement Closing Date and (ii) the operating agreement of Finance Holdings certified executed by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as an officer of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement evidence that the insurance policies provided for in Section 5.3 and in the other Credit Documents are in full force and effect, certified by the insurance broker therefor, together with respect to appropriate evidence showing the Distribution AccountBank as additional insured or loss payee, as appropriate; and (o) such other approvals, opinions and documents as the Bank may reasonably request, and all other documents and legal matters in connection with incident to the transactions contemplated by this Agreement shall have been delivered or executed or recorded and making of such Loans shall be in form and substance reasonably satisfactory to Agent and its counselthe Bank.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement is the Banks to make the initial Loans hereunder, and the obligation of U.S. Bank to issue the initial Letter of Credit hereunder, shall be subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, prior or simultaneous fulfillment of each of the following conditions (unless otherwise waived by Agent):conditions: (a) the Agent shall have received this Agreement the following: (i) Revolving Notes payable to the Banks, duly executed by the Company, complying with the requirements of Section 2.03; (ii) Guaranties of XX Xxxxxxxx, XX Xxxxxx, XX Investments and each other Loan DocumentBBC Property, duly executed and delivered by each Borrower such Subsidiary; (iii) copies of the articles or certificate of incorporation or organization, including all amendments thereto, of the Company, XX Xxxxxx, XX Xxxxxxxx, XX Investments and BBC Property., certified as of a recent date prior to the Effective Date by the appropriate governmental official of the jurisdiction of its incorporation or organization; (iv) long-form certificates of good standing of the Company, XX Xxxxxxxx, XX Xxxxxx, XX Investments and BBC Property, as of a recent date, from such governmental official; (v) certificates of the Secretary or an Assistant Secretary of the Company, XX Xxxxxxxx, XX Xxxxxxxxxxx, XX Stores and BBC Property, dated the Effective Date, certifying (A) that attached thereto is a true and complete copy of the by-laws of the Company or such Subsidiary as in effect on such date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, sole shareholder or other governing body of the Company or such Subsidiary, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Company, the borrowings thereunder, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles or certificate of incorporation or organization of the Company or such Subsidiary have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to Section 3.01(a)(iv), and (D) as to the authority, incumbency and specimen signature of each Lenderofficer executing any Loan Document or any other document delivered in connection herewith or therewith on behalf of the Company or such Subsidiary; (vi) the favorable written opinion of Robins, Kaplan, Xxxxxx & Xxxxxx, counsel for the Company and its Subsidiaries, addressed to the Banks, as to the matters and to the effect set forth in Exhibit E; (vii) a copy of a letter from the Company to the accounting firm that audited the financial statements referred to in Section 4.05, informing such accounting firm that the Banks are extending credit in reliance on such statements; and (viii) a certificate of the Senior Vice President and Treasurer of the Company to the effect that, as of the Effective Date, the representations and warranties of the Company set forth herein and of XX Xxxxxxxx, XX Xxxxxxxxxxx, XX Stores and BBC Property set forth in its Guaranty are true and correct, and that no event of Default or Unmatured Event of Default has occurred or will exist. (b) the Agent shall have received a UCC search from evidence satisfactory to it that, simultaneously with the Secretary effectiveness of State this Agreement, the Existing Credit Agreement will have terminated and all obligations of the state of each Borrower’s organization, Company to the results of which shall be satisfactory to Agent, agent and shall the lenders thereunder will have filed a UCC-1 financing statement been paid and performed in such state, in form and substance satisfactory to Agent with respect to each Borrowerfull; (c) the Agent and the Banks shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued all fees and other amounts due and payable by the Secretary Company to the Agent and the Banks under, or as contemplated by, this Agreement or any other Loan Document on or prior to the Effective Date, including, but not limited to, the reasonable fees and expenses of State of counsel to the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state;Agent payable pursuant to Section 8.03(a); and (d) Agent the Company shall have received a true performed and correct copy of (i) the certificate of incorporation of FS CREIT complied with all agreements, terms and Charter, and (ii) the certificate of formation of Finance Holdings, conditions contained in each case, certified this Agreement required to be performed or complied with by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting Company prior to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection simultaneously with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Effective Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Initial Loan. This effectiveness Notwithstanding any other provision of this Agreement, it is understood and agreed that this Agreement is subject shall not become effective and the Agent and the Lenders shall have no obligation to make the fulfillmentinitial Loan hereunder unless and until the following conditions have been met, to the reasonable sole and complete satisfaction of the Lenders, the Agent and its their respective counsel, of each of the following conditions (unless otherwise waived by Agent):: (a) Agent All governmental consents and approvals and third party consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby shall have been received this Agreement and each other shall remain in full force and effect, and no action shall have been taken by any competent authority and no law or regulation shall be applicable that, in the good faith judgment of the Agent and the Lenders, restrains, prevents or imposes materially adverse conditions upon the Loan Document, executed Documents and delivered by each Borrower and each Lender;the transactions contemplated thereby. (b) Neither Obligor shall be subject to any statute, rule, regulation, order, writ or injunction of any court or governmental authority or agency which would materially restrict or hinder the conduct of such Obligor's business as proposed to be conducted or which would have a Material Adverse Effect. In addition, each of the Lenders shall have reasonably satisfied itself that each of the Obligors is in compliance with all applicable statutes, rules, regulations, orders, writs or injunctions of any court or governmental authority or agency the failure to comply with which, in the opinion of such Lender, could have a Material Adverse Effect. (c) Each Lender shall have reasonably satisfied itself that neither of the Obligors is subject to any liability for environmental or other matters, including, without limitation, litigation, governmental inquiries, injunctions or restraining orders pending or threatened which in the opinion of such Lender, could have a Material Adverse Effect. (d) The Agent and the Lenders shall have received a UCC search from the Secretary of State of following documents, each dated the state of Effective Date (unless otherwise specified), each Borrower’s organizationduly executed and delivered to the Agent and the Lenders, the results of which shall and each to be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to the Lenders, the Agent with respect to each Borrowerand their counsel: (i) the Notes; (cii) Agent shall have received a certificate signed by the chief executive officer and chief financial officer of the Parent and the Manager of the Borrower, each certifying that (A) the representations and warranties set forth in Article 5 hereof are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date; (B) since July 31, 1996, there has been no material adverse change in the financial condition of such Obligor as set forth in the financial statement dated such date, prepared by management and reviewed by Xxxxxx Xxxxxxxx; (C) such Obligor is on such date in compliance with all the terms and conditions set forth in this Agreement on its part to be observed and performed, and (D) on the Effective Date, after giving effect to the making of the initial Loan, no Default or Event of Default has occurred or is continuing; (iii) a certificate of status with respect each Borrower dated within 20 days the Secretary of Parent certifying (A) that attached thereto is a true and complete copy of the Articles of Incorporation of Parent as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the by-laws of Parent as in effect on the date of such certification; (C) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of Parent, authorizing the execution, delivery and performance of this AgreementAgreement and the other Loan Documents; and (D) as to the incumbency and genuineness of the signatures of the officers of Parent executing this Agreement or any of the other Loan Documents; (iv) a copy of the Articles of Incorporation of Parent, such certificate and all restatements thereof or amendments thereto (including, without limitation, the amendment changing the Parent's name), certified as of a date close to be issued the Effective Date, by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such stateGeorgia; (dv) Agent shall have received a certificate of the Secretary of Borrower certifying (A) that attached thereto is a true and correct complete copy of the Articles of Organization of Borrower as in effect on the date of such certification; (iB) that attached thereto is a true and complete copy of the certificate Operating Declaration of incorporation Borrower, as in effect on the date of FS CREIT such certification; (C) that attached thereto is a true and Chartercomplete copy of Resolutions adopted by the Board of Directors of the Manager of Borrower, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents; and (D) as to the incumbency and genuineness of the signatures of the officers of the Manager of Borrower executing this Agreement or any of the other Loan Documents; (vi) a copy of the Articles of Organization of Borrower, and all restatements thereof (ii) the certificate of formation of Finance Holdings, in each caseor amendments thereto), certified as of a date close to the Effective Date by the Secretary of State of the State of Georgia; (vii) good standing certificates for each Obligor, certified as of a date close to the state Effective Date and issued by the Secretaries of State of the States of Alabama, Georgia, Louisiana and Texas; (viii) copies of all filing receipts or acknowledgments issued by any governmental authority to perfect the security interests of the Agent in the Collateral and evidence in a form acceptable to the Agent that such security interests of the Agent constitute valid and perfected first priority security interests; (ix) certified copies of each Borrower’s organization within 20 days of the casualty and liability insurance policies of Obligors, effective as of a date on or before the Effective Date, together, in the case of this such casualty policies, with loss payable and mortgagee endorsements on the Agent's standard form naming the Agent as loss payee; (A) an audited balance sheet of Parent for the fiscal year ended July 31, 1996, prepared in accordance with GAAP, accompanied by the unqualified opinion of Xxxxxx Xxxxxxxx & Co., and (B) interim unaudited financial statements of Parent dated April 30, 1997, including a balance sheet and statements of income and cash flow, for the quarter and year-to-date periods then ended, reviewed by Xxxxxx Xxxxxxxx & Co.; (xi) the Amended and Restated Guaranty; (xii) the Amended and Restated LLC Pledge Agreement; (e) Agent shall have received a true and correct copy of (ixiii) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct Amended and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementRestated Collateral Assignments; (fxiv) Agent shall have received a true the written opinion of Xxxxxx & Bird, counsel to the Obligors, in form and correct copy of content acceptable to the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this AgreementLenders; (gxv) Agent shall have received a certificate copies of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such all required regulatory approvals including, without limitation, any which may be required by regulatory authorities having jurisdiction over Borrower authorizing the execution, delivery, and performance of any that may be required for any transactions contemplated by this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures or any of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents. (h) Agent shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent (including the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (ixvi) Agent shall have received the written opinionssuch other documents, dated the date of this Agreement, of counsel to the Borrowers, in form instruments and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification agreements with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement Agreement, in each case in such form and containing such additional terms and conditions as may be satisfactory to the Agent and the Lenders, and containing, without limitation, representations and warranties which are customary and usual in such documents. (e) The Lenders shall have been executed and delivered or executed or recorded to the Agent the signature pages to this Agreement. (f) Concurrently with the making of the initial Loan, Borrower shall pay all accrued fees and shall be in form and substance reasonably satisfactory to expenses of the Agent and its counselthe Lenders payable hereunder or under any other Loan Document (including, without limitation, that portion of the commitment fee due and payable as a condition to the Lenders' obligation to make the initial Loans hereunder as set forth in Section 3.5 hereof and the accrued fees and disbursements of counsel to the Agent).

Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject The Backstop Lenders shall have no obligation to make the Loans hereunder unless and until all matters incident to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each consummation of the following conditions (unless otherwise waived by Agent): (a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which transactions contemplated herein shall be satisfactory to the Majority Backstop Lenders and the Administrative Agent, and the following conditions shall have filed a UCC-1 financing statement in such statebeen satisfied (or waived by the Majority Backstop Lenders), and the Majority Backstop Lenders and the Administrative Agent shall have, as applicable, received, reviewed, and approved the following documents and other items, appropriately executed when necessary and, where applicable, acknowledged by one or more authorized officers of the Borrower and the Guarantors, all in form and substance satisfactory to the Majority Backstop Lenders and the Administrative Agent with respect and dated, where applicable, of even date herewith or a date prior thereto and acceptable to each Borrower;the Majority Backstop Lenders and the Administrative Agent. (ca) the Administrative Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state; (d) Agent shall have received a true duly executed and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date delivered counterparts of this Agreement; (eb) the Administrative Agent shall have received a true and correct copy of (i) the BylawsNotes, certified if requested by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementany Lender pursuant to Section 2.8(a); (fc) the Administrative Agent shall have received a true and correct copy copies of the Advisory Agreementsarticles of incorporation or certificate of formation, certified as applicable, and all amendments thereto and the bylaws or limited liability company agreement, as applicable, and all amendments thereto of the Borrower and each Guarantor, accompanied by a Responsible Officer certificate issued by the secretary or an assistant secretary of FS CREIT as being a truethe Borrower and each Guarantor, to the effect that each such copies are correct and complete copy thereof, as in effect as of the date of this Agreementcomplete; (gd) the Administrative Agent shall have received a certificate certificates of a Responsible Officer incumbency and signatures of all officers of the Borrowers Borrower and each Guarantor who are authorized to execute Loan Documents on behalf of the Borrower or such Guarantor, each such certificate being executed by the secretary or an assistant secretary of the Borrower or such Guarantor; (ie) attesting the Administrative Agent shall have received copies of corporate resolutions approving the Loan Documents and authorizing the transactions contemplated herein and therein, duly adopted by the board of directors of the Borrower and each Guarantor, accompanied by certificates of the secretary or an assistant secretary of the Borrower and each Guarantor to the written effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of the Borrower or similar governing body of such Borrower authorizing Guarantor and that such resolutions constitute all the executionresolutions adopted with respect to such transactions, deliveryhave not been amended, modified, or revoked in any respect, and performance are in full force and effect as of the Closing Date; (f) the filing of the Bankruptcy Cases with the Bankruptcy Court shall have occurred; (g) within three (3) Business Days after the Petition Date, the Interim Order in form and substance reasonably satisfactory to the Majority Backstop Lenders authorizing and approving the DIP Facility and the transactions contemplated hereby shall have been entered by the Bankruptcy Court, and such order shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Majority Backstop Lenders (not to be unreasonably withheld or delayed), and the Borrower and its Subsidiaries shall be in compliance in all material respects with the Interim Order; (h) all filed “first day motions” and First Day Orders entered at the time of commencement of the Bankruptcy Cases shall be reasonably satisfactory in form and substance to the Majority Backstop Lenders; (i) [Reserved]; (j) the Administrative Agent shall have received a 13-week budget, containing line items of sufficient detail to reflect Borrower’s projected Receipts and Operating Disbursements for such thirteen- week period, in form and substance reasonably acceptable to the Majority Backstop Lenders and attached hereto as Exhibit IX (the “Initial Budget”), together with a certificate of a Financial Officer of the Borrower stating that such Initial Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by Borrower and each Guarantor to be reasonable at the time made and from the best information then available to Borrower and each Guarantor; (k) the Administrative Agent shall have received the Debtors’ executed counterparts of the RSA, which shall be in form and substance satisfactory to the Debtors and the Majority Backstop Lenders in their sole discretion; (l) since December 31, 2014, no event shall have occurred that results in a Material Adverse Effect; (m) other than as set forth in Schedule 5.27, the Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments and the Guaranty, and the Majority Backstop Lenders shall be satisfied that the Administrative Agent has been granted, and holds for the benefit of the Secured Parties, a perfected Lien on, and security interest in, all of the Collateral, subject to the priorities set forth in the DIP Order and to the Carve Out, and the Administrative Agent shall have received any such documents as it or the Majority Backstop Lenders may reasonably request in connection with the creation, perfection and priority of its Lien and security interest; (n) the Administrative Agent shall have received certificates dated as of a recent date prior to the Closing Date from the appropriate Governmental Authority evidencing the existence or qualification and good standing of the Borrower and each Guarantor in the Borrower’s or Guarantor’s jurisdiction or formation; (o) [Reserved]; (p) [Reserved]; (q) [Reserved]; (r) [Reserved]; (s) the Administrative Agent shall have received evidence satisfactory to the Majority Backstop Lenders that all governmental and third party approvals necessary in connection with the continuing operations of the Borrower and its Subsidiaries and the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby; (t) the Administrative Agent shall have received the results of lien, judgment and other customary UCC searches as of a recent date prior to the Closing Date in each jurisdiction requested by the Majority Backstop Lenders; (u) each of the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (ii) attesting provided that to the incumbency extent any representation and signatures warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the Responsible Officers date of such Borrower executing on behalf Borrowing (or as of such Borrower this Agreement earlier date if the representation or warranty specifically relates to an earlier date); (v) no Default or Event of Default shall have occurred and be continuing or would result from such Borrowing; (w) the Administrative Agent and the other Loan Documents. (h) Agent Backstop Lenders shall have received full all fees and other amounts due and payable on or prior to the date of such Borrowing (or arrangements for the netting of such fees and other amounts due and payable on the date of such Borrowing shall have been made), including, to the extent invoiced at least two Business Days prior to the date of such Borrowing, reimbursement or payment of all of the reasonable and documented legal fees and all out-of-pocket feesexpenses, costsin each case, and expenses of Agent (including required to be reimbursed or paid by the reasonable and documented fees and expenses of Agent’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the Borrower hereunder or under any other Loan DocumentsDocument; (ix) the Borrower shall have delivered to the Administrative Agent a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan (such time period to be shortened or waived at the reasonable discretion of the Administrative Agent); and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the requested date for such Loan; (y) a chief restructuring officer (“Chief Restructuring Officer”) reasonably acceptable to the Majority Backstop Lenders shall have been appointed with respect to each Debtor (it being understood and agreed that the Acceptable Chief Restructuring Officer shall be acceptable to the Majority Backstop Lenders); and (z) the Administrative Agent shall have received the written opinionssuch other agreements, dated the date of this Agreementdocuments, of counsel to the Borrowersinstruments, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orderscertificates, waivers, consents, approvals, and other authorizations and has made all filings and other notifications (governmental evidence as the Administrative Agent or otherwise) as the Majority Backstop Lenders may be required in connection with the transactions contemplated by the Loan Documents; (k) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification with respect to the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counselrequest.

Conditions Precedent to Initial Loan. This effectiveness The obligation of this Agreement is Lender to make its initial Loan hereunder is, in addition to the conditions set forth in Section 3.2 hereof, subject to the fulfillment, to the reasonable satisfaction of Agent Lender and its counsel, of each of the following conditions (unless otherwise waived by Agent):on or before the Closing Date: (a) Agent Borrower shall have executed and delivered to Lender the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be satisfactory to Lender; (b) Lender shall have received this Agreement the Guaranty, the Intercompany Subordination Agreement, the Security Agreements, the Stock Pledge Agreement, and each other Loan Document, each duly executed and delivered by each Borrower and each Lender; (b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrowerparty thereto; (c) Agent Lender shall have received the written opinions, dated the date of this Agreement, of counsel to Borrower, substantially in the form and substance of Exhibit 3.1(c) attached hereto, or otherwise in form and substance reasonably satisfactory to Lender and its counsel; (d) Lender shall have received a certificate of status with respect to Holdings, Borrower, and each Borrower Guarantor, each dated within 20 10 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organizationDelaware, which certificate certificates shall indicate that such Borrower is Holdings, Borrower, and Guarantor are in good standing in such stateState; (de) Agent Lender shall have received a true and correct copy of (i) the certificate Governing Documents of incorporation of FS CREIT and CharterHoldings, Borrower, and (ii) the certificate of formation of Finance Holdings, in each caseGuarantor, certified by the Secretary of State of the State of the state of Holdings, Borrower and each Borrower’s organization within 20 days of the date of this Agreement; (e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereofGuarantor, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreementapplicable; (f) Agent Lender shall have received a true and correct copy of the Advisory AgreementsManagement Agreement, certified by a Responsible Officer the secretary of FS CREIT as being a trueBorrower, correct which shall be in form and complete copy thereof, as in effect as of the date of this Agreementsubstance satisfactory to Lender; (g) Agent Lender shall have received a signature and incumbency certificate of a the Responsible Officer Officers of Borrower executing this Agreement, the Borrowers (i) attesting to Intercompany Subordination Agreement, the written consent of the board of directors or similar governing body of such Borrower authorizing the executionSecurity Agreement, deliveryStock Pledge Agreement, and performance of this Agreement and the other Loan Documents to which Borrower is a party, certified by a Secretary of Borrower; (h) Lender shall have received a signature and (ii) attesting to the incumbency and signatures certificate of the Responsible Officers of such Borrower each Guarantor executing on behalf of such Borrower this Agreement the Guaranty, the Intercompany Subordination Agreement, the applicable Security Agreement, the applicable Stock Pledge Agreement, and the other Loan Documents.Documents to which such Guarantor is a party, certified by a Secretary of such Guarantor; (hi) Agent Lender shall have received full payment of all of the out-of-pocket fees, costs, and expenses of Agent Lender (including the Closing Fee and the reasonable and documented fees and expenses of AgentLender’s counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other Loan Documents; (i) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to the Borrowers, in form and substance satisfactory to Agent and its counsel; (j) Agent shall have received a certificate executed by a Responsible Officer of each Borrower to the effect that such Borrower has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) as may be required in connection with the transactions contemplated by the Loan Documents; (kj) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could reasonably be expected to have, in the reasonable opinion of Agent, a Material Adverse Effect; (l) Agent Lender shall have received a Compliance Certificate duly executed by a Responsible Officer of Administrative Borrower; (m) Agent shall have received a Beneficial Ownership Certification form FR U1, with respect to Part I completed in substantially the Borrowers at least two (2) Business Days prior to the Closing Date; (n) Agent shall have received a Control Agreement with respect to the Distribution Account; and (o) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.attached hereto as Exhibit 3.1