Exhibit 10.9


  


EXECUTION VERSION


 


FIFTH AMENDMENT TO


REVOLVING CREDIT AND SECURITY AGREEMENT


 


THIS FIFTH AMENDMENT
TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of November 30, 2018 (this “Amendment”), is entered into
by and among COOPER RIVER LLC, a Delaware limited liability company, as borrower (the “Borrower”), the
LENDERS party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter
defined) (in such capacity, the “Administrative Agent”), CITIBANK, N.A., acting through its Agency & Trust
division (“Citibank Agency & Trust”), as collateral custodian for the Secured Parties (in such capacity,
the “Custodian”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral
Agent”), and VIRTUS GROUP, LP (“Virtus”), as collateral administrator (in such capacity, the “Collateral
Administrator”).


 


RECITALS


 


WHEREAS, certain of
the above-named parties have entered into that certain Revolving Credit and Security Agreement, dated as of May 29, 2015 (as amended,
the “Agreement”), by and among the Borrower, the Lenders from time to time party thereto, the Administrative
Agent, the Collateral Agent, the Custodian and the Collateral Administrator; and


 


WHEREAS, pursuant to
and in accordance with Section 12.01(b) of the Agreement, the parties hereto desire to amend the Agreement in certain respects
as provided herein.


 


NOW, THEREFORE, based
upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:


 


SECTION
1.          Definitions.


 


Each capitalized term
used but not defined herein has the meaning ascribed thereto in the Agreement.


 


SECTION
2.          Amendments to the Agreement.


 


The Agreement is hereby
amended to delete the bold, stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the bold, double-underlined text (indicated textually in the same manner
as the following example: double-underlined text) as set forth
in the pages of the Agreement attached as Exhibit A hereto.


 


SECTION
3.           Agreement in Full Force and Effect as Amended.


 


Except as specifically
amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute
a novation of the Agreement.


 


SECTION
4.          Representations and Warranties.


 


The Borrower hereby
represents and warrants as of the date of this Amendment as follows:


 


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(a)          this
Amendment and each other Facility Document entered into on the date hereof has been duly executed and delivered by it;


 


(b)          this
Amendment and each other Facility Document entered into on the date hereof constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles
of equity; and


 


(c)          there
is no Event of Default or Default that is continuing or would result from entering into this Amendment.


 


SECTION
5.          Conditions to Effectiveness.


 


The effectiveness of
this Amendment shall be subject to the receipt by the Administrative Agent of (i) executed counterparts of this Amendment and (ii)
a Beneficial Ownership Certification in respect of the Borrower.


 


SECTION
6.          Miscellaneous.


 


(a)          This
Amendment is a Facility Document for all purposes of the Agreement. This Amendment may be executed in any number of counterparts
(including by facsimile or electronic mail), and by the different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.


 


(b)          The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


(c)          This
Amendment may not be amended or otherwise modified except as provided in the Agreement.


 


(d)          The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(e)          Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the
plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.


 


(f)          This
Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and
may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten
oral agreements between the parties.


 


(g)          THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(h)          The
Administrative Agent authorizes and directs the Collateral Agent, the Collateral Administrator and the Custodian to enter into
this Amendment.


 


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IN WITNESS WHEREOF,
the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date
first written above.


 


	 	COOPER RIVER LLC, as Borrower
	 	 
	 	By:	/s/ William Goebel
	 	 	Name: William Goebel
	 	 	Title: Chief Financial Officer


 


	 	FS INVESTMENT CORPORATION II, as Collateral Manager
	 	 
	 	By:	/s/ William Goebel
	 	 	Name: William Goebel
	 	 	Title: Chief Financial Officer


 


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Security Agreement





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	 	CITIBANK, N.A., as Administrative Agent and a Lender
	 	 	 
	 	By: 	/s/ Victoria Chant
	 	 	Name: Victoria Chant
	 	 	Title: Vice President


 


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Security Agreement





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	 	GUARDIANS OF NEW ZEALAND SUPERANNUATION AS MANAGER AND ADMINISTRATOR OF THE NEW ZEALAND SUPERANNUATION FUND IN ACCORDANCE WITH THE NEW ZEALAND SUPERANNUATION AND RETIREMENT INCOME ACT 2001, as a Lender
	 	 
	 	By: 	/s/ Deborah Bush
	 	 	Name: Deborah Bush
	 	 	Title: Authorised Signatory


 


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Security Agreement





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	 	CITIBANK, N.A., as Collateral Agent
	 	 
	 	By: 	/s/ Vajerie Delgado
	 	 	Name: Vajerie Delgado
	 	 	Title: Senior Trust Officer


 


	 	VIRTUS GROUP, LP, as Custodian and as Collateral Administrator
	 	 
	 	By: 	/s/ Mirna Herr
	 	 	Name: Mirna Herr
	 	 	Title: Partner


 


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Security Agreement





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Exhibit A


 


[attached]


 


Fifth Amendment to Revolving Credit and
Security Agreement





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EXECUTION VERSION


 


FIFTH AMENDMENT TO


REVOLVING CREDIT AND SECURITY AGREEMENT


 


THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND
SECURITY AGREEMENT, dated as of November 30, 2018 (this “Amendment”), is entered into by and among COOPER
RIVER LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS party hereto,
CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in
such capacity, the “Administrative Agent”), CITIBANK, N.A., acting through its Agency & Trust division
(“Citibank Agency & Trust”), as collateral custodian for the Secured Parties (in such capacity, the
“Custodian”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral
Agent”), and VIRTUS GROUP, LP (“Virtus”), as collateral administrator (in such capacity, the
“Collateral Administrator”).


 


RECITALS


 


WHEREAS, certain
of the above-named parties have entered into that certain Revolving Credit and Security Agreement, dated as of May 29, 2015 (as
amended, the “Agreement”), by and among the Borrower, the Lenders from time to time party thereto, the Administrative
Agent, the Collateral Agent, the Custodian and the Collateral Administrator; and


 


WHEREAS, pursuant
to and in accordance with Section 12.01(b) of the Agreement, the parties hereto desire to amend the Agreement in certain respects
as provided herein.


 


NOW, THEREFORE,
based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:


 


SECTION 1.          Definitions.


 


Each capitalized
term used but not defined herein has the meaning ascribed thereto in the Agreement.


 


SECTION 2.          Amendments
to the Agreement.


 


The Agreement
is hereby amended to delete the bold, stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the bold, double-underlined text (indicated textually in the
same manner as the following example: double-underlined text) as set forth in the pages of the Agreement attached
as Exhibit A hereto.


 


SECTION 3.          Agreement
in Full Force and Effect as Amended.


 


Except as
specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be
deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein
and shall not constitute a novation of the Agreement.


 


SECTION 4.          Representations
and Warranties.


 


The Borrower hereby represents and warrants as of the
date of this Amendment as follows:


 


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Security Agreement


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(a)          this
Amendment and each other Facility Document entered into on the date hereof has been duly executed and delivered by it;


 


(b)          this
Amendment and each other Facility Document entered into on the date hereof constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles
of equity; and


 


(c)          there
is no Event of Default or Default that is continuing or would result from entering into this Amendment.


 


SECTION 5.          Conditions
to Effectiveness.


 


The effectiveness
of this Amendment shall be subject to the receipt by the Administrative Agent of (i) executed counterparts of this Amendment and
(ii) a Beneficial Ownership Certification in respect of the Borrower.


 


SECTION 6.          Miscellaneous.


 


(a)          This
Amendment is a Facility Document for all purposes of the Agreement. This Amendment may be executed in any number of counterparts
(including by facsimile or electronic mail), and by the different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.


 


(b)          The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


(c)          This
Amendment may not be amended or otherwise modified except as provided in the Agreement.


 


(d)          The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(e)          Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the
plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.


 


(f)          This
Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and
may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten
oral agreements between the parties.


 


(g)          THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(h)          The
Administrative Agent authorizes and directs the Collateral Agent, the Collateral Administrator and the Custodian to enter into
this Amendment.


 


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Security Agreement


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IN WITNESS WHEREOF, the
undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first
written above.


 


	 	COOPER RIVER LLC, as Borrower
	 	 
	 	By:	/s/ William
    Goebel
	 	 	Name: William Goebel
	 	 	Title: Chief Financial Officer


 


	 	FS INVESTMENT CORPORATION II, as Collateral Manager
	 	 
	 	By:	/s/ William
    Goebel
	 	 	Name: William
    Goebel
	 	 	Title: Chief Financial Officer


 


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Security Agreement


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	 	CITIBANK, N.A., as Administrative Agent and a Lender
	 	 	 
	 	By:	/s/ Victorria Chant
	 	 	Name: Victorria Chant
	 	 	Title: Vice President















 


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Security Agreement


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	 	GUARDIANS OF NEW ZEALAND SUPERANNUATION AS MANAGER AND ADMINISTRATOR OF THE NEW ZEALAND SUPERANNUATION FUND IN ACCORDANCE WITH THE NEW ZEALAND SUPERANNUATION AND RETIREMENT INCOME ACT 2001, as a Lender
	 	 
	 	By:	/s/ Deborah Bush
	 		Name: Deborah Bush
	 		Title: Authorised Signatory


 


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Credit and Security Agreement


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	 	CITIBANK, N.A., as Collateral Agent
	 	 
	 	By:	/s/ Vajerie Delgado
	 	 	Name: Vajerie Delgado
	 	 	Title: Senior Trust Officer







 


	 	VIRTUS GROUP, LP, as Custodian and as Collateral Administrator
	 	 
	 	By:	/s/ Mirna Herr
	 	 	Name:Mirna Herr
	 	 	Title:Partner


 


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Security Agreement


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Exhibit A


 


[attached]


 


Fifth Amendment to Revolving Credit and
Security Agreement


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Conformed through
FourthFifth Amendment


 


 






 


AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT


 


among


 


COOPER RIVER LLC,


as Borrower,


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


 


CITIBANK, N.A.,


as Administrative Agent,


 


CITIBANK, N.A.


(acting through its Agency & Trust division),


as Custodian and as Collateral Agent,


 


and


 


VIRTUS GROUP, LP,


as Collateral Administrator


 


 






 


Dated as of May 29, 2015


 


 






 


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and (y) less than 85% of the Cash Interest Coverage
Ratio with respect to such Collateral Loan, that was most recent at the time when such Collateral Loan was acquired by the Borrower;


 


(c)          a
default as to all or any portion of one or more payments of principal and/or interest has occurred (i) with respect to such Collateral
Loan (giving effect to any grace period applicable thereto but in no event exceeding five (5) Business Days past the applicable
due date) or (ii) under any other debt obligation of such Obligor which is senior or pari passu in right of payment to such
Collateral Loan (giving effect to any grace period applicable thereto but in no event exceeding five (5) Business Days past the
applicable due date);


 


(d)          a
Material Modification with respect to such Collateral Loan has occurred;


 


(e)          the
Collateral Manager has determined in accordance with the Collateral Management Standard that such Collateral Loan is on a non-accrual
status or is not collectible; or


 


(f)          an
Insolvency Event (without giving effect to any grace period set forth in such definition) with respect to the related Obligor of
such Collateral Loan has occurred.


 


“Assignment
and Acceptance” means an Assignment and Acceptance in substantially the form of Exhibit D hereto, entered into
by a Lender, an assignee, the Administrative Agent and, if applicable, the Borrower.


 


“Authorized Person(s)” has the
meaning assigned to such term in Section 13.07(d)(i).


 


“Bankruptcy Code” means the United States Bankruptcy
Code.


 


“Base
Rate” means, on any date, a fluctuating interest rate per annum equal to the highest of (a) the Prime Rate, (b)
the Federal Funds Rate plus 0.50% or (c) the LIBOR Rate for a one-month period plus 1.0%. The Base Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged to any customer of any Agent or any Lender. Interest
calculated pursuant to clauses (a), (b) and (c) above
will be determined based on a year of 360 days and actual days elapsed.


 


“Basic
Documents” means the Facility Documents, the Independent Manager Agreement, the Merger Agreement, and all documents and
certificates contemplated thereby or delivered in connection therewith.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation
in a form as agreed to by the Administrative Agent.


 


“Beneficial Ownership Regulation”
means 31 C.F.R. § 1010.230.


 


“Block Notice”
has the meaning assigned to such term in Section 13.04(b).


 


“Borrower” has the meaning assigned
to such term in the introduction to this Agreement.


 


“Borrower Advisors” means the
Collateral Manager, the Collateral Advisor and the Sub-Advisor.


 


“Borrower Information” has the
meaning assigned to such term in Section 12.09.


 


“Borrowing” has the meaning assigned
to such term in Section 2.01.


 




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if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it; provided that, if at any time a Lender is borrowing
overnight funds from a Federal Reserve Bank that day, the Federal Funds Rate for such Lender for such day shall be the average
rate per annum at which such overnight borrowings are made on that day as promptly reported by such Lender to the Borrower and
the Agents in writing. Each determination of the Federal Funds Rate by a Lender pursuant to the foregoing proviso shall be conclusive
and binding except in the case of manifest error.


 


“Fifth Amendment
Effective Date” means November 30, 2018.


 


“Final
Maturity Date” means the earliest to occur of (i) the date designated by the Borrower (or the Collateral Manager on
its behalf) as the Final Maturity Date upon not less than five (5) Business Days’ prior notice to the Administrative Agent,
the Collateral Agent, the Lenders, the Collateral Administrator and the Custodian; (ii) the second anniversary of the last day
of the Reinvestment Period; and (iii) the date of acceleration of amounts due and payable hereunder pursuant to Section 6.02;
provided, that, in the case of the foregoing clauses (i) and (ii), if such day is not a Business Day, then
the Final Maturity Date shall be the next succeeding Business Day.


 


“Final
Order” means an order, judgment, decree or ruling the operation or effect of which has not been stayed, reversed or amended
and as to which order, judgment, decree or ruling (or any revision, modification or amendment thereof) the time to appeal or to
seek review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains
pending.


 


“Financial Asset” has the meaning
specified in Section 8-102(a)(9) of the UCC.


 


“Firm
Bid” means with respect to any Collateral Loan, a good and irrevocable bid for value, to purchase the par amount of such
Collateral Loan, expressed as a percentage of the par amount of such Collateral Loan and exclusive of accrued interest and premium,
for scheduled settlement substantially in accordance with the then-current market practice in the principal market for such Collateral
Loan, as determined by the Administrative Agent, submitted as of 11:00 a.m. (New York time) or as soon as practicable thereafter.
The Administrative Agent shall be entitled to disregard any Firm Bid submitted by a broker-dealer (a) if, in the Administrative
Agent's commercially reasonable judgment, (i) such broker-dealer may be ineligible to accept assignment or transfer of the par
amount of such Collateral Loan substantially in accordance with the then-current market practice in the principal market for such
Collateral Loan, as determined by the Administrative Agent, or (ii) such broker-dealer would not, through the exercise of its commercially
reasonable efforts, be able to obtain any consent required under the Related Documents for such Collateral Loan to the assignment
or transfer to such broker-dealer of the par amount of such Collateral Loan or (b) if the Administrative Agent determines that
such Firm Bid is not bona fide, including, without limitation, due to (i) the insolvency of the bidder, (ii) the inability, failure
or refusal of the bidder to settle the purchase of the par amount of such Collateral Loan or otherwise settle transactions in the
relevant market or perform its obligations generally or (iii) the Administrative Agent not having pre-approved trading lines with
the broker-dealer that would permit settlement of the sale to such broker-dealer of the par amount of such Collateral Loan.


 


“First
Lien Obligation” means any loan (and not a bond or similar security) that meets the following criteria:


 




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“Qualified
Institution” means a depository institution or trust company organized under the laws of the United States of America
or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) that has either (A)
a long-term unsecured debt rating of “BBB” or better by S&P and “A3” or better by Moody’s or
(B) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1”
or better by Moody’s, (ii) the parent corporation of which has either (A) a long-term unsecured debt rating of “BBB”
or better by S&P and “A3” or better by Moody’s or (B) a short-term unsecured debt rating or certificate of
deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (iii) is otherwise
acceptable to the Administrative Agent.


 


“Qualified Purchaser” has the
meaning assigned to such term in Section 12.06(e).


 


“Quarterly
Date” means each January 15, April 15, July 15 and October 15, commencing with the first such date in July, 2015.


 


“Register” has the meaning assigned
to such term in Section 12.06(d).


 


“Regulation
T”, “Regulation U” and “Regulation X” mean Regulation T, U and X, respectively,
of the Board of Governors of the Federal Reserve System, as in effect from time to time.


 


“Reinvestment
Period” means the period from and including the Closing Date to and including the earliest of (a) November
30, 2018March 31, 2019 (or such later date as may be agreed by the Borrower
and the Lenders); and (b) the date of the termination of the Commitments pursuant to Section 6.02.


 


“Related
Documents” means, with respect to any Collateral Loan, all agreements or documents evidencing, securing, governing or
giving rise to such Collateral Loan.


 


“Replacement Lender” has the meaning
assigned to such term in Section 2.16(a). “Requested Amount” has the meaning assigned to such term in
Section 2.02.


 


“Required
Lenders” means, as of any date of determination, Lenders whose aggregate principal amount of Advances Outstanding plus
unused Commitments aggregate more than 50% of the aggregate amount of the Commitments (used and unused) or, if the Commitments
have expired or been terminated or otherwise reduced to zero, the aggregate principal amount of all Advances Outstanding; provided,
however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination
of Required Lenders Advances owing to such Defaulting Lender and such Defaulting Lender’s unfunded Commitments.


 


“Required Loan Documents” means,
for each Collateral Loan:


 


(a)          an
executed copy of the assignment, if applicable, for such Collateral Loan;


 


(b)          other
than in the case of a Noteless Loan, the original executed Underlying Note endorsed by the issuer or the prior holder of record
of such Collateral Loan in blank or to the Borrower;


 


(c)          an
executed copy of the Underlying Loan Agreement, together with a copy of all amendments and modifications thereto;


 




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(vi)        the
Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles
(as defined in Section 9-102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or security entitlements
to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in
Section 8-501(a) of the UCC) or supporting obligations;


 


(vii)       all
Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit
accounts” as defined in Section 9-102 of the UCC;


 


(viii)      this
Agreement creates a valid, continuing and, upon Delivery of Collateral, execution of the Account Control Agreement and filing
of the financing statements referenced in clause (xi) below, perfected security interest (as defined in Section
1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured
Parties, which security interest is prior to all other Liens and claims (other than Permitted Liens) and is enforceable as
such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general
principles of equity, regardless of whether considered in a proceeding in equity or at law;


 


(ix)         the
Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral
to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral;


 


(x)          with
respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to
the applicable Covered Account; and


 


(xi)         with
respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or
within twenty (20) days after the Closing Date, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral
granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby
agrees may be an “all asset” filing).


 


(p)          Material
Adverse Effect. Since its date of formation, no event or condition has occurred with respect to the Borrower that
constitutes a Material Adverse Effect.


 


(q)          Special
Purpose Provision. From and including its date of formation to but excluding the Closing Date, the Borrower has complied
in all material respects with its Constituent Documents and the activities described in Section 5.1(l) of the Existing Credit
Agreement. From and including the Closing Date, the Borrower has complied in all material respects with its Constituent
Documents and the activities described in Section 5.03 hereof.


 


(r)          Beneficial
Ownership Certification.    As of the Fifth Amendment Effective Date, the information included in the Beneficial
Ownership Certification is true and correct in all respects.


 




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ARTICLE V


COVENANTS


 


Section 5.01.         Affirmative
Covenants of the Borrower


 


Custodian, the Securities Intermediary
and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all Persons,
without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax
structure. The foregoing provision shall apply from the beginning of discussions between the parties. For this purpose, the tax
treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state
or local law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed
U.S. tax treatment of the transaction under applicable U.S. federal, state or local law.


 


(j)          Collections.
The Borrower shall direct all Obligors (and related paying agents) to pay all Collections directly to the Collection
Account.


 


(k)          Priority
of Payments. The Borrower shall instruct in writing (or cause the Collateral Manager to instruct in writing) the
Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and
the other provisions of this Agreement.


 


(l)          Acquisition
of Collateral Loans from the Equityholder. Any acquisition of Collateral Loans by the Borrower from the Equityholder
shall be effected pursuant to the Sale Agreement and subject in all respects to the terms and conditions set forth
therein.


 


(m)          Calculation
of Borrowing Base. The Borrower shall calculate (or cause the Collateral Manager to calculate) the Borrowing Base on the
last Business Day of each calendar week or, if requested by the Administrative Agent in its sole discretion, on each Business
Day.


 


(n)          Beneficial
Ownership Regulation.         Promptly following any request therefor, the Borrower
shall deliver to the Administrative Agent information and documentation reasonably requested by the Administrative Agent or any
Lender for purposes of compliance with the Beneficial Ownership Regulation. The Borrower shall deliver to the Administrative Agent
prompt written notice of any change in the information provided in the Beneficial Ownership Certification delivered to the Administrative
Agent that would result in a change to the list of beneficial owners identified in such certification.


 


Section 5.02.         Negative
Covenants of the Borrower


 


The Borrower
covenants and agrees that, until the Final Maturity Date (and thereafter until the date that all Obligations, other than contingent
indemnification and reimbursement obligations for which no claim has been asserted, have been paid in full):


 


(a)          Restrictive
Agreements. It shall not enter into or suffer to exist or permit to become effective any agreement that prohibits, limits
or imposes any condition upon its ability to create, incur, assume or suffer to exist any Lien (other than Permitted Liens)
upon any of its property or revenues constituting Collateral, whether now owned or hereafter acquired, to secure its
obligations under the Facility Documents other than this Agreement and the other Facility Documents or to perform its
obligations under the Facility Documents to which it is a party.


 


(b)          Liquidation;
Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, division, partial
liquidation, merger or consolidation (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer,
exchange or otherwise dispose of any of its assets (other than dispositions permitted under this Agreement), or enter into an
agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as
expressly permitted by this


 




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