of the GSO
Credit Agreement by more than 2.00% per annum (other than any increase occurring
because of fluctuations in underlying rate indices or the imposition of the
Default Rate) or increase the percentage with respect to the Default Rate by
more than 2.00% per annum above the rate applicable thereto on the date hereof;
(3)
shorten the scheduled maturity of the GSO Obligations;
(4)
require any mandatory prepayments or scheduled repayments of the GSO
Obligations except as provided in the GSO Loan Documents as in effect on the
date hereof or require that any payment on the GSO Obligations be made earlier
than the date originally scheduled for such payment;
(5)
change any conditions, covenants, defaults or events of default
thereunder that expressly restricts any Loan Party from making payments of the
BofA Facility Obligations that would otherwise be permitted under the GSO Loan
Documents as in effect on the date hereof;
(6)
amend the provisions the GSO Credit Agreement (including Section
2.14 thereof), to the extent such amendment would have the effect of making more
credit available to the Borrower in excess of the amount of the Maximum GSO
Facility Amount; or
33
(7)
make any other amendment or modification in contravention of this
Agreement.
(c)
Subject to Sections 5.2(a) and (b) above, the BofA Facility
Obligations and the GSO Obligations may be refinanced, in whole or in part, in
each case, without notice to, or the consent (except to the extent a consent is
required to permit the refinancing transaction under any BofA Loan Document or
any GSO Loan Document) of the BofA Facility Agent, the BofA Facility Secured
Parties, the GSO Agent or the GSO Secured Parties, as the case may be, all
without affecting the Lien Priority provided for herein or the other provisions
hereof, provided, however, that the holders of such refinancing indebtedness (or
an authorized agent or trustee on their behalf) bind themselves in writing to
the terms of this Agreement pursuant to such documents or agreements (including
amendments or supplements to this Agreement) as the BofA Facility Agent or the
GSO Agent, as the case may be, shall reasonably request and in form and
substance reasonably acceptable to the BofA Facility Agent or the GSO Agent, as
the case may be, and any such refinancing transaction shall be in accordance
with any applicable provisions of both the BofA Facility Loan Documents and the
GSO Loan Documents (to the extent such documents survive the refinancing).
Section 5.3.
Reinstatement and Continuation of Agreement.
(a)
If the BofA Facility Agent or any BofA Facility Secured Party is
required in any Insolvency Proceeding or otherwise to turn over or otherwise pay
to the estate of the Borrower, any Guarantor, or any other Person any payment
made in satisfaction of all or any portion of the BofA Facility Obligations (a
"BofA Recovery"), then the BofA Facility Obligations shall be reinstated to the
extent of such BofA Recovery. If this Agreement shall have been terminated prior
to such