(ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing or would be caused by the consummation of the transactions contemplated by this Amendment.
(iii) the 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 Agents counsel) incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment (including those payable pursuant to Section 10.7 of the Loan Agreement).
(iv) the Agent shall have received, for the ratable benefit of the Lenders, an amendment fee of $25,000 from Borrowers, which amendment fee shall be fully-earned and non-refundable as of the date this Amendment becomes effective.
(v) the Agent shall have received a certificate of a Responsible Officer of the Borrowers to the effect that, as of the date hereof, the incumbency certificate, the Second Articles of Amendment and Restatement of FS CREIT, the Bylaws of FS CREIT, the Certificate of Formation of Finance Holdings, the Limited Liability Company Agreement of Finance Holdings and the Advisory Agreements delivered to the Agent on the Closing Date remain true and correct without amendment thereto.
(vi) the representations and warranties contained in Section 4 below shall be true and correct as of the date hereof.
4. Representations and Warranties. Each Borrower represents and warrants to Agent and each Lender as follows:
(i) Each has all requisite power and authority under applicable law and under its organizational documents to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Loan Agreement as amended hereby;
(ii) All actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Loan Agreement as amended hereby, have been taken and/or received;
(iii) This Amendment and the Loan Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of it enforceable against it in accordance with the terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the limitation of certain remedies by certain equitable principles of general applicability;
(iv) The execution, delivery and performance of this Amendment, and the performance of its obligations under the Loan Agreement, as amended hereby, will not violate or contravene (a) any provision of any federal (including the Exchange Act), state, local or other law, rule, or regulation (including Regulations T, U, and X of the Federal Reserve Board) binding on it, (b) any order of any Governmental Authority, court, arbitration board, or tribunal binding on it or (c) result in or require the creation of any Lien (other than a Permitted Lien) upon or with respect to any of the Collateral;
(v) The representations and warranties contained in the Loan Agreement and the other Loan Documents are correct in all material respects without duplication of any materiality qualifier contained therein on and as of the date of this Amendment, before and after giving effect to the same, as though made on and as of such date (except to the extent they relate to an earlier date);
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