entering into that certain
Second Amended and Restated Credit Agreement to amend and restate the terms of
the Existing GSO Credit Agreement (the "GSO Amendment", and the Existing GSO
Credit Agreement as so amended, and as may be further amended, supplemented,
restated or otherwise modified from time to time in accordance with the terms
hereof, the "GSO Credit Agreement").
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I.
Each of the BofA Facility Agent (on behalf of the BofA Facility
Secured Parties) and the GSO Agent (on behalf of the GSO Secured Parties) and,
by their acknowledgment hereof, the BofA Facility Loan Parties and the GSO Loan
Parties, desire to agree to the relative priority of Liens on the Collateral and
certain other rights, priorities and interests as provided herein.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:
ARTICLE 1.
DEFINITIONS
Section 1.1.
UCC Definitions. The following terms which are defined in
the Uniform Commercial Code are used herein as so defined: Accounts, Chattel
Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel
Paper, Equipment, Financial Assets, Fixtures, General Intangibles, Goods,
Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Payment
Intangibles, Proceeds, Promissory Notes, Records, Securities Accounts, Security,
Security Entitlements, Supporting Obligations and Tangible Chattel Paper.
Section 1.2.
Other Definitions. Subject to Section 1.1, as used in this
Agreement, the following terms shall have the meanings set forth below:
"Affiliate" shall mean, any Person which, directly or indirectly, controls, is
controlled by or is under common control with any Person.
"Agent(s)" means individually the BofA Facility Agent or the GSO Agent and
collectively means both the BofA Facility Agent and the GSO Agent.
"Agreement" shall have the meaning assigned to that term in the introduction to
this Agreement.
"Bank Products" shall have the meaning assigned to that term in the BofA Credit
Agreement.
"Bank Product Obligations" shall mean all obligations with respect to Bank
Product Agreements.
"Bank Product Agreement" shall mean any agreement pursuant to which a BofA Bank
Product Affiliate agrees to provide Bank Products to a Loan Party.
"Bankruptcy Code" shall mean Title 11 of the United States Code, as now or
hereafter in effect or any successor thereto.
"BofA Facility Agent" shall have the meaning assigned to that term in the
introduction to this Agreement and shall include any successor thereto as well
as any Person designated as the "Agent" under any BofA Credit Agreement.
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"BofA Facility Bank Products Affiliate" shall mean the BofA Facility Agent, any
BofA Facility Lender or any Affiliate of any BofA Facility Lender or BofA
Facility Agent that has entered into a agreement relating to Bank Products with
a BofA Facility Loan Party with the obligations of such BofA Loan Party
thereunder being secured by one or more BofA Facility Security Documents,
together with their respective successors, assigns and transferees.
"BofA Facility Cash Management Affiliate" shall mean any BofA Facility Agent,
BofA Facility Lender or any Affiliate of an BofA Facility Lender