for
principal, interest, reimbursement of amounts drawn under letters of credit,
payments for early termination of Bank Products, Cash Management Services, fees,
expenses, indemnification or otherwise, and all other amounts owing or due under
the terms of the BofA Facility Loan Documents, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.
For clarity, BofA Facility Obligations include interest, fees, expenses,
indemnities and all other amounts owing or due under the terms of the BofA
Credit Agreement or any other BofA Facility Loan Documents regardless of whether
to BofA Facility Agent's or any BofA Facility Secured Party's is allowed or
allowable in any Insolvency Proceeding.
"BofA Facility Priority Collateral" shall mean all Collateral other than GSO
Priority Collateral.
"BofA Facility Recovery" shall have the meaning set forth in Section 5.3(a).
"BofA Facility Remedies Exercise Date" shall mean the date following the BofA
Facility Remedy Standstill Period and identified in the prior written notice
delivered by the BofA Facility Agent to the GSO Agent as provided in Section
2.4, provided that the BpfA Facility Remedies Exercise Date shall not be deemed
to have occurred if prior to the expiration of the BofA Facility Remedy
Standstill Period the GSO Agent is diligently pursuing in good faith the
exercise of its enforcement rights and remedies against all or a material
portion of the GSO Priority Collateral or if the BofA Facility Event of Default
giving rise to the Bof A Facility Remedy Standstill Period is no longer
continuing at the time of such BofA Facility Remedies Exercise Date.
"BofA Facility Remedy Standstill Period" shall mean the period commencing on the
date of the GSO Agent's receipt of written notice from the BofA Facility Agent
that a BofA Facility Event of Default has occurred and is continuing and that
the BofA Facility Agent intends to commence the Exercise of Secured Creditor
Remedies, and ending on earlier to occur of (i) the date which is 120 days after
receipt of such notice and (ii) the date on which the Payment of Maximum GSO
Amount has occurred. Such written notice from the BofA Facility Agent to the GSO
Agent shall reference this Agreement, and shall declare a "BofA Facility Remedy
Standstill Period" to commence.
"BofA Facility Secured Parties" shall have the meaning to that term in the
introduction to this Agreement.
"BofA Facility Security Documents" shall mean all "Security Documents" as
defined in the BofA Credit Agreement, and all other security agreements,
mortgages, deeds of trust and other security documents executed and delivered in
connection with the BofA Facility Loan Documents, in each case as the same may
be amended, supplemented, restated or otherwise modified from time to time.
5
"Borrower" shall initially mean Old Sequential; provided that, on and after the
effective date of the BofA Amendment and the GSO Amendment, all references to
"Borrower" as set forth herein shall thereafter refer to New Sequential.
"Business Day" shall mean any day that is not a Saturday, Sunday