exercised only
if the BofA Facility Agent does not make such endorsement within ten (10)
Business Days after written notice.
Section 3.7.
Revolving Nature of Certain BofA Facility Obligations.
The GSO Agent, for and on behalf of itself and the GSO Secured Parties,
expressly acknowledges and agrees that (i) the BofA Credit Agreement includes a
revolving commitment, that in the ordinary course of business the BofA Facility
Agent and the BofA Facility Lenders will apply payments and make advances
thereunder, and that no application of any Collateral or the release of any Lien
by the BofA Facility Agent upon any portion of the Collateral in connection with
a permitted disposition by the Loan Parties under the BofA Credit Agreement
shall constitute the Exercise of Secured Creditor Remedies under this Agreement;
(ii) the amount of the BofA Facility Obligations that may be outstanding at any
time or from time to time may be increased or reduced and subsequently
reborrowed, and that the terms of the BofA Facility Obligations may be modified,
extended or amended from time to time, and that the aggregate amount of the BofA
Facility Obligations may be increased, replaced or refinanced, in each event,
without notice to or consent by the GSO Secured Parties and without affecting
the provisions hereof; and (iii) all Collateral received by the BofA Facility
Agent may be applied, reversed, reapplied or credited, in whole or in part, to
the BofA Facility Obligations at any time. The Lien Priority shall not be
altered or otherwise affected by any such amendment, modification, supplement,
extension, repayment, reborrowing, increase, replacement, renewal, restatement
or refinancing of either the BofA Facility Obligations or the GSO Obligations,
or any portion thereof.
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Section 3.8.
Legends. The BofA Facility Agent acknowledges with respect
to the BofA Facility Security Documents, on the one hand, and the GSO Agent
acknowledges with respect to the GSO Security Documents, on the other hand, that
such documents will contain the following legend:
Intercreditor Agreement. Notwithstanding anything herein to the contrary, the
security interest granted to the Agent, for the benefit of the Loan Parties,
herein and the exercise of any right or remedy by the Agent hereunder are
subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and this Agreement,
the terms of the Intercreditor Agreement shall govern and control.
ARTICLE 4.
APPLICATION OF PROCEEDS
Section 4.1.
Application of Proceeds of BofA Facility Priority
Collateral.
The BofA Facility Agent and the GSO Agent hereby agree that all BofA Facility
Priority Collateral and all Proceeds thereof received by either of them (i) in
connection with any Exercise of Secured Creditor Remedies with respect to the
BofA Facility Priority Collateral, (ii) in connection with the exercise of any
right or remedy (including set off) relating to the BofA Facility Priority
Collateral, or (iii) following the commencement of any Insolvency Proceeding, in
each case, shall be applied,
first, to the payment of reasonable costs and expenses of