by or on behalf of the BofA Facility Agent or
any BofA Facility Secured Party that secures the Excess BofA Facility
Obligations shall in all respects be junior and subordinate to all Liens granted
to the GSO Agent and the GSO Secured Parties in the GSO Priority Collateral to
secure all or any portion of the Excess GSO Obligations.
(b)
The GSO Agent, for and on behalf of itself and the GSO Secured
Parties, acknowledges and agrees that, prior to or concurrently herewith, the
BofA Facility Agent, for the benefit of itself and the BofA Facility Secured
Parties, has been, or may be, granted Liens upon all of the Collateral in which
the GSO Agent has been granted Liens and the GSO Agent hereby consents thereto.
The BofA Facility Agent, for and on behalf of itself and the BofA Facility
Secured Parties, acknowledges and agrees that, concurrently herewith, the GSO
Agent, for the benefit of itself and the GSO Secured Parties, has been, or may
be, granted Liens upon all of the Collateral in which the BofA Facility Agent
has been granted Liens and the BofA Facility Agent hereby consents thereto. The
subordination of Liens by the GSO Agent and the BofA Facility Agent in favor of
one another as set forth herein shall not be deemed to subordinate the GSO
Agent's Liens or the BofA Facility Agent's Liens to the Liens of any other
Person nor be affected by the subordination of such Liens to any other Lien.
16
Section 2.2.
Waiver of Right to Contest Liens.
(a)
The GSO Agent, for and on behalf of itself and the GSO Secured
Parties, agrees that it and they shall not (and hereby waives any right to) take
any action to contest or challenge (or assist or support any other Person in
contesting or challenging), directly or indirectly, whether or not in any
proceeding (including in any Insolvency Proceeding), the validity, priority,
enforceability, or perfection of the Liens of the BofA Facility Agent and the
BofA Facility Secured Parties in respect of the Collateral or the provisions of
this Agreement. The GSO Agent, for itself and on behalf of the GSO Secured
Parties, agrees that none of the GSO Agent or the GSO Secured Parties will take
any action that would interfere with any Exercise of Secured Creditor Remedies
undertaken by the BofA Facility Agent or any BofA Facility Secured Party under
the BofA Facility Loan Documents with respect to the Collateral, subject to, and
in accordance with, the terms of this Agreement. The GSO Agent, for itself and
on behalf of the GSO Secured Parties, hereby waives any and all rights it or the
GSO Secured Parties may have as a junior lien creditor or otherwise to contest,
protest, object to, or interfere with the manner in which the BofA Facility
Agent or any BofA Facility Secured Party seeks to enforce its Liens in any BofA
Facility Priority Collateral. The foregoing shall not be construed to prohibit
the GSO Agent