Common use of Borrower to Maintain Perfection and Priority Clause in Contracts

Borrower to Maintain Perfection and Priority. The Borrower covenants that, in order to evidence the interests of the Agent under the Agreement, the Borrower shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph 17) as may be necessary or advisable (including, without limitation, such actions as are requested by the Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest for the benefit of the Secured Parties in the Pledged Collateral. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Borrower to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest for the benefit of the Secured Parties in the Pledged Collateral as a first-priority interest (each a “Filing”). The Borrower shall present each such Filing to the Agent together with (x) an opinion of counsel to the effect that such Filing satisfies the requirements for a Filing of such type under the UCC in the applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, the Agent shall promptly authorize in writing the Borrower to, and Borrower shall, effect such Filing under the UCC without the signature of the Borrower, Agent or the Secured Parties where allowed by applicable law. Notwithstanding anything else in this Agreement to the contrary, the Borrower shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph 17.

Borrower to Maintain Perfection and Priority. The Borrower covenants that, in In order to evidence the interests of Agent (for the Agent benefit of the Secured Parties) under the this Agreement, the Borrower shall (directly or through the Servicer) shall, from time to time, take such action, action or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph 17) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Agent) to maintain and perfect, as a first priority interest, the Perfection of the Agent’s security interest for the benefit of the Secured Parties in the Pledged Collateral; provided that with respect to the Receivables, the Borrower (directly or through the Servicer) shall complete the Perfection Actions. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize Agent’s authorization (based in reliance on at the opinion direction of counsel hereinafter provided for) the Borrower to fileAgent), and the Agent’s approval, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases continuations or partial releases, or any other filings necessary or advisable to continue, continue and maintain and perfect the Perfection of the Agent’s security interest for in the benefit Collateral. The Agent’s authorization of such filings (at the direction of the Secured Parties in Agent) shall authorize the Pledged Collateral as a first-priority interest (each a “Filing”). The Borrower shall present each such Filing to the Agent together with (x) an opinion of counsel to the effect that such Filing satisfies the requirements for a Filing of such type under the UCC in the applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), Servicer and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, the Agent shall promptly authorize in writing the Borrower to, and Borrower shall, effect to file such Filing financing statements under the UCC without the signature of the Borrower, Agent Borrower or the Secured Parties Agent where allowed by applicable law. Notwithstanding anything else in this Agreement or the other Basic Documents to the contrary, neither of the Servicer nor the Borrower shall not have any authority to effect file a Filing termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without obtaining the prior written authorization from consent of the Agent. In addition, the Borrower shall (or shall cause the Servicer to) prepare, authorize and record any applicable assignments or certificates necessary to Perfect the interest of the Agent in accordance the Collateral in all related states; provided that with this paragraph 17respect to the Receivables, the Borrower shall complete the Perfection Actions.

Borrower to Maintain Perfection and Priority. The Borrower covenants that, in order to evidence the interests of the Agent under the Agreement, the Borrower shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph 17) as may be necessary or advisable (including, without limitation, such actions as are requested by the Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest for the benefit of the Secured Parties in the Pledged Collateral. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Borrower to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest for the benefit of the Secured Parties in the Pledged Collateral as a first-priority interest (each a “Filing”). The Borrower shall present each such Filing to the Agent together with (x) an opinion of counsel to the effect that such Filing satisfies the requirements for a Filing of such type under the UCC in the applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, the Agent shall promptly authorize in writing the Borrower to, and Borrower shall, effect such Filing under the UCC without the signature of the Borrower, Agent or the Secured Parties where allowed by applicable lawApplicable Law. Notwithstanding anything else in this Agreement to the contrary, the Borrower shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph 17. Reference is made to the that certain Amended and Restated Credit Agreement dated as of October 7, 2008 (as amended, modified or restated from time to time, the “Credit Agreement”) among HIGHLAND FLOATING RATE ADVANTAGE FUND (together with its permitted successors and assigns, the “Borrower”), the Conduit Lenders from time to time party thereto, the Secondary Lenders from time to time party thereto, the Managing Agents from time to time party thereto and THE BANK OF NOVA SCOTIA, ACTING THROUGH ITS NEW YORK AGENCY, as Agent (in such capacity, together with its successors and assigns, the “Agent”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement. ___ (the “New Managing Agent”), ___ (the “New Conduit Lender[s]”), ___ (the “New Secondary Lender[s]”; and together with the New Managing Agent and the New Conduit Lender[s], the “New Lender Group”), the Agent and the Borrower agree as follows: 1. Borrower has requested that the New Lender Group become a “Lender Group” under the Credit Agreement. 2. The effective date (the “Effective Date”) of this Joinder Agreement shall be the later of (i) the date on which a fully executed copy of this Joinder Agreement is delivered to the Agent and (ii) the date of this Joinder Agreement. 3. By executing and delivering this Joinder Agreement, each of the New Managing Agent, the New Conduit Lender[s] and the New Secondary Lender[s] (i) confirms that it has received a copy of the Credit Agreement and such Program Documents and other documents and information requested by it, and that it has, independently and without reliance upon Borrower, any Lender, any Managing Agent or the Agent, and based on such documentation and information as it has deemed appropriate, made its own decision to enter into this Joinder Agreement; (ii) agrees that it shall, independently and without reliance upon Borrower, any Lender, any Managing Agent or the Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and any of the Program Documents; (iii) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement and the Program Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it shall perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Managing Agent, Conduit Lender and Secondary Lender, respectively; (v) specifies as its address for notices the office set forth beneath its name on the signature pages of this Joinder Agreement; (vi) attaches the forms prescribed by the Internal Revenue Service of the United States required under Section 9.03 of the Credit Agreement and (vii), in the case of the New Conduit Lender[s] and the New Secondary Lender[s], appoints and authorizes the New Managing Agent as its Managing Agent to take such action as a managing agent on its behalf and to exercise such powers under the Credit Agreement, as are delegated to the Managing Agents by the terms thereof. 4. On the Effective Date of this Joinder Agreement, each of the New Managing Agent, the New Conduit Lender[s] and the New Secondary Lender[s] shall join in and be a party to the Credit Agreement and, to the extent provided in this Joinder Agreement, shall have the rights and obligations of a Managing Agent, a Conduit Lender and a Secondary Lender, respectively, under the Credit Agreement. 5. This Joinder Agreement may be executed by one or more of the parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 6. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Borrower to Maintain Perfection and Priority. The Borrower covenants that, in In order to evidence the interests of the Agent Agents and the Lenders under the this Agreement, the Borrower shall shall, from time to time take such action, or execute and deliver such documents, agreements and instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph 17) as may be necessary or advisable (including, without limitation, such actions as are requested by the Agent) to maintain and perfect, as a first first-priority interest, the Collateral Agent’s security interest for in the benefit Transferred Receivables and all other Collateral pledged to the Collateral Agent pursuant to the Loan Documents. The Borrower, at the request of the Secured Parties in the Pledged Collateral. The Borrower Collateral Agent, shall, from time to time and within the time limits established by lawtime, prepare and present to the Agent Collateral Agent, upon request, for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Borrower to file, Collateral Agent’s authorization and approval all financing statements, amendments, continuations, continuations or initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releasescontinuations, or any other filings necessary or advisable to continue, maintain and perfect the Collateral Agent’s security interest for the benefit of the Secured Parties in the Pledged Transferred Receivables and all other Collateral pledged to the Collateral Agent pursuant to the Loan Documents as a first-priority interest (each a “Filing”)interest. The Borrower shall present each hereby authorizes the Collateral Agent to file such Filing to the Agent together with (x) an opinion of counsel to the effect that such Filing satisfies the requirements for a Filing of such type financing statements under the UCC in the applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, the Agent shall promptly authorize in writing the Borrower to, and Borrower shall, effect such Filing under the UCC without the signature of the Borrower, Agent or the Secured Parties where allowed by applicable lawUCC. Notwithstanding anything else in this Agreement the Loan Documents to the contrary, (i) none of the Borrower, SPV Holdco, the Servicer or any Originator shall, prior to the Payment Date, have any authority to file a termination, partial termination, release, partial release or any amendment of any such financing statements that deletes the name of a debtor or excludes Collateral, without the prior written consent of the Collateral Agent and (ii) the Borrower shall not have be required to take any authority actions in compliance with the laws of any jurisdiction outside of the United States in connection with the transfer or pledge pursuant to effect a Filing without obtaining written authorization from the Agent Loan Documents of any Transferred Receivables of an Obligor domiciled in accordance with this paragraph 17such jurisdiction.

Borrower to Maintain Perfection and Priority. The Borrower covenants that, in order to evidence the interests of the Agent under the Agreement, the Borrower shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph 1719) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Agent) Agent to maintain and perfect, as a first priority interest, the Agent’s 's security interest for the benefit of the Secured Parties in the Pledged Collateral. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Borrower to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s 's security interest for the benefit of the Secured Parties in the Pledged Collateral as a first-priority interest (each a “"Filing”"). The If reasonably requested by the Agent, the Borrower shall present each such Filing to the Agent together with (x) an opinion of counsel to the effect that such Filing satisfies the requirements for a Filing of such type under the UCC in the applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s 's signature. Upon receipt of such opinion of counsel and form of authorization, the Agent shall promptly authorize in writing the Borrower to, and Borrower shall, effect such Filing under the UCC without the signature of the Borrower, Agent or the Secured Parties where allowed by applicable law. Notwithstanding anything else in this Agreement to the contrary, the Borrower shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph 1719.

Borrower to Maintain Perfection and Priority. The Borrower covenants that, in In order to evidence the interests of Agent (for the Agent benefit of the Secured Parties) under the this Agreement, the Borrower shall (directly or through the Servicer) shall, from time to time, take such action, action or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph 17) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Agent) to maintain and perfect, as a first priority interest, the Perfection of the Agent’s security interest for the benefit of the Secured Parties in the Pledged Collateral; provided that with respect to the Receivables, the Borrower (directly or through the Servicer) shall complete the Perfection Actions. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on Agent’s authorization, and the opinion of counsel hereinafter provided for) the Borrower to fileAgent’s approval, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases continuations or partial releases, or any other filings necessary or advisable to continue, continue and maintain and perfect the Perfection of the Agent’s security interest for the benefit of the Secured Parties in the Pledged Collateral as a first-priority interest (each a “Filing”)Collateral. The Borrower shall present each such Filing to the Agent together with (x) an opinion of counsel to the effect that such Filing satisfies the requirements for a Filing Agent’s authorization of such type under filings shall authorize the UCC in the applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), Servicer and (y) a form of authorization for the Agent’s signature. Upon receipt of such opinion of counsel and form of authorization, the Agent shall promptly authorize in writing the Borrower to, and Borrower shall, effect to file such Filing financing statements under the UCC without the signature of the Borrower, Agent Borrower or the Secured Parties Agent where allowed by applicable law. Notwithstanding anything else in this Agreement or the other Basic Documents to the contrary, neither of the Servicer nor the Borrower shall not have any authority to effect file a Filing termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without obtaining the prior written authorization from consent of the Agent. In addition, the Borrower shall (or shall cause the Servicer to) prepare, authorize and record any applicable assignments or certificates necessary to Perfect the interest of the Agent in accordance the Collateral in all related jurisdictions; provided that with this paragraph 17respect to the Receivables, the Borrower shall complete the Perfection Actions.