Common use of COGNOVIT Clause in Contracts

COGNOVIT. Each Loan Party irrevocably authorizes and empowers any attorney-at-law (including, without limitation, any attorney who has represented or does represent the Lender) to appear for such Loan Party, in the name and on behalf of such Loan Party, before any court in the State of Ohio or elsewhere in the United States or its territories, to render a cognovit judgment against such Loan Party and/or any endorser, guarantor or surety, at any time after this obligation becomes due, and waive process and service thereof, and without notice, confess judgment against such Loan Party in favor of the Lender, for the amount that may appear to be due hereon for principal, interest, damages and costs of suit, release all errors in judgments so confessed, and waive all right and benefit of appeal and stays of execution. In the event the attorney-at-law who confesses judgment hereon has represented or does represent the Lender, each Loan Party specifically waives any conflict of interest on the part of such confessing attorney and specifically consents to the payment by the Lender of the legal fee of the confessing attorney for confessing judgment hereon. Each Loan Party expressly acknowledges that the within warrant of attorney shall be deemed a continuing warrant of attorney and shall not be extinguished or terminated by reason of its having been utilized once or more than once against one or more of Loan Parties, and that the within warrant of attorney shall survive the entry of any judgment hereon and shall remain in effect as long as any amounts due thereon remain unpaid. This provision and the rights herein granted shall not be affected by the dissolution or liquidation of any Loan Party.

COGNOVIT. Each Loan Party irrevocably authorizes and empowers any attorney-at-law (including, without limitation, any attorney who has represented or does represent the Lender) to appear for such Loan Party, in the name and on behalf of such Loan Party, before any court in the State of Ohio or elsewhere in the United States or its territories, to render a cognovit judgment against such Loan Party and/or any endorser, guarantor or surety, at any time after this obligation becomes due, and waive process and service thereof, and without notice, confess judgment against such Loan Party in favor of the Lender, for the amount that may appear to be due hereon for principal, interest, damages and costs of suit, release all errors in judgments so confessed, and waive all right and benefit of appeal and stays of execution. In the event the attorney-at-law who confesses judgment hereon has represented or does represent the Lender, each Loan Party specifically waives any conflict of interest on the part of such confessing attorney and specifically consents to the payment by the Lender of the legal fee of the confessing attorney for confessing judgment hereon. Each Loan Party expressly acknowledges that the within warrant of attorney shall be deemed a continuing warrant of attorney and shall not be extinguished or terminated by reason of its having been utilized once or more than once against one or more of Loan Parties, and that the within warrant of attorney shall survive the entry of any judgment hereon and shall remain in effect as long as any amounts due thereon remain unpaid. This provision and the rights herein granted shall not be affected by the dissolution or liquidation of any Loan Party. TRISTATE CAPITAL BANK A. Lender and the Loan Parties entered into the Credit Agreement dated as of November 20, 2020 (as amended by the First Amendment to Credit Agreement dated as of April 30, 2021, and as further amended, restated or otherwise modified from time to time, the “Agreement”), whereby Lender made one or more loans to Borrower which are evidenced by the Note. Capitalized terms used herein without definition shall have the meaning set forth in the Agreement. B. The Loan Parties have notified Lender that, on or before the date hereof, (i) the Borrower is changing its name from “The Relative Value Fund” to “First Trust Alternative Opportunities Fund” (the “Borrower Name Change”) and amending certain of its Governing Documents to reflect such name change, (ii) the Investment Advisor is converting from a limited liability company to a limited partnership, changing its name from “Vivaldi Asset Management, LLC” to “First Trust Capital Management L.P.” and amending certain of its Governing Documents to reflect such changes, (iii) the Borrower and the Investment Advisor are terminating the Investment Management Agreement and replacing it with that certain Investment Management Agreement dated as of November 1, 2021 by and between the Borrower and the Investment Advisor (the “New Investment Management Agreement”), and (iv) the Borrower and the Investment Advisor are terminating the Investment Sub-Advisory Agreements and replacing them with (a) that certain Investment Sub-Advisory Agreement dated as of November 1, 2021 by and among the Borrower, the Investment Advisor and RiverNorth and (b) that certain Investment Sub- Advisory Agreement dated as of November 1, 2021 by and among the Borrower, the Investment Advisor and Angel Oak (collectively, the “New Investment Sub-Advisory Agreements”). Pursuant to the Agreement and the Security Documents, the Borrower is required to (1) provide at least 30 days’ prior written notice to the Lender of any change in its legal name, (2) obtain Lender’s prior written consent to any amendment or other modification of any of Borrower’s Governing Documents, (3) obtain Lender’s prior consent to the Borrower’s termination of the Investment Management Agreement and entry into the New Investment Management Agreement, and (4) obtain Lender’s prior consent to the Borrower’s termination of the Investment Sub-Advisory Agreements and entry into the New Investment Sub-Advisory Agreements, and is hereby requesting that the Lender waive the aforementioned 30 days’ notice requirement, and consent to the amendment of the Borrower’s Governing Documents in connection with the Borrower Name Change, the termination of the Investment Management Agreement and corresponding entry into the New Investment Management Agreement, and the termination of the Investment Sub-Advisory Agreements and corresponding entry into the New Investment Sub-Advisory Agreements, and make certain amendments to the Agreement in connection therewith. C. Lender is willing to provide the aforementioned waiver and consents and to amend the Agreement, all on the terms, and subject to the conditions of, this Amendment.

COGNOVIT. Each Loan Party irrevocably authorizes and empowers any attorney-at-law (including, without limitation, any attorney who has represented or does represent the Lender) to appear for such Loan Party, in the name and on behalf of such Loan Party, before any court in the State of Ohio or elsewhere in the United States or its territories, to render a cognovit judgment against such Loan Party and/or any endorser, guarantor or surety, at any time after this obligation becomes due, and waive process and service thereof, and without notice, confess judgment against such Loan Party in favor of the Lender, for the amount that may appear to be due hereon for principal, interest, damages and costs of suit, release all errors in judgments so confessed, and waive all right and benefit of appeal and stays of execution. In the event the attorney-at-law who confesses judgment hereon has represented or does represent the Lender, each Loan Party specifically waives any conflict of interest on the part of such confessing attorney and specifically consents to the payment by the Lender of the legal fee of the confessing attorney for confessing judgment hereon. Each Loan Party expressly acknowledges that the within warrant of attorney shall be deemed a continuing warrant of attorney and shall not be extinguished or terminated by reason of its having been utilized once or more than once against one or more of Loan Parties, and that the within warrant of attorney shall survive the entry of any judgment hereon and shall remain in effect as long as any amounts due thereon remain unpaid. This provision and the rights herein granted shall not be affected by the dissolution or liquidation of any Loan Party.

COGNOVIT. Each Loan Party irrevocably authorizes and empowers any attorney-at-law (including, without limitation, any attorney who has represented or does represent the Lender) to appear for such Loan Party, in the name and on behalf of such Loan Party, before any court in the State of Ohio or elsewhere in the United States or its territories, to render a cognovit judgment against such Loan Party and/or any endorser, guarantor or surety, at any time after this obligation becomes due, and waive process and service thereof, and without notice, confess judgment against such Loan Party in favor of the LenderXxxxxx, for the amount that may appear to be due hereon for principal, interest, damages and costs of suit, release all errors in judgments so confessed, and waive all right and benefit of appeal and stays of execution. In the event the attorney-at-law who confesses judgment hereon has represented or does represent the LenderXxxxxx, each Loan Party specifically waives any conflict of interest on the part of such confessing attorney and specifically consents to the payment by the Lender Xxxxxx of the legal fee of the confessing attorney for confessing judgment hereon. Each Loan Party expressly acknowledges that the within warrant of attorney shall be deemed a continuing warrant of attorney and shall not be extinguished or terminated by reason of its having been utilized once or more than once against one or more of Loan Parties, and that the within warrant of attorney shall survive the entry of any judgment hereon and shall remain in effect as long as any amounts due thereon remain unpaid. This provision and the rights herein granted shall not be affected by the dissolution or liquidation of any Loan Party.