Common use of Continuing Nature of Subordination Clause in Contracts

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and the Credit Agreement among Borrower, the Agent and the Senior Lenders have been terminated. In the event the Noteholders shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholder, is actually received by the Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice to the Noteholders, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement). If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by the Noteholder but prior to the receipt by the Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172

Continuing Nature of Subordination. This Subject to Section 15, this Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder Subordinated Lender until the Senior earlier of (x) Payment and Termination in Full has occurred and (y) payment in full of the Subordinated Debt; provided, that if any portion of the Subordinated Debt shall revive or be reinstated after the payment thereof, this Agreement shall apply to such Subordinated Debt as if no such payment had occurred. Each Subordinated Lender hereby waives to the fullest extent permitted by applicable law any right it may have been indefeasibly paid in full in cash and satisfied and to otherwise terminate or revoke this Agreement or any of the Credit Agreement among Borrower, the Agent and the Senior Lenders have been terminatedprovisions of this Agreement. In the event the Noteholders Subordinated Lenders shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such NoteholderSubordinated Lender, is actually received by the Administrative Agent's ’s officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentencethree sentences, this is a continuing agreement of subordination and the Administrative Agent and the Senior Lenders may continue, at any time and without notice to the NoteholdersSubordinated Lenders, to extend credit or other financial accommodations and loan lend monies to or for the benefit of Borrower any of the UGIES Parties in reliance on the faith hereofterms of this Agreement. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt Obligations which arose or was were committed to prior to receipt thereof or (b) any of the Senior Debt Obligations created after receipt thereof, if such Senior Debt was Obligations were incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' ’ financing commitments and arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement)UGIES Parties. If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower any of the UGIES Parties or takes other action under the Credit Agreement or a Refinancing Agreement after such aforesaid termination or revocation by the Noteholder Subordinated Lender but prior to the receipt by the Administrative Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder the Subordinated Holder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and the Credit Agreement among Borrower, the Agent and the Senior Lenders have been terminatedSatisfied. In the event the Noteholders Subordinated Holder shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholderthe Subordinated Holder, is actually received by the Agent's officer responsible for such mattersSenior Lenders in accordance with Section 21. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice to the NoteholdersSubordinated Holder, to extend credit or other financial accommodations and loan monies moneys to or for the benefit of Borrower and its Subsidiaries on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (bor(b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred through readvances for the purpose of protecting any collateral or in respect of enforcement costs, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or incurred by Senior Lenders in connection with the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement)Debt. If, in reliance on this Agreement, any Senior Lender makes Lenders make loans or other advances to or for the benefit of Borrower or any of its Subsidiaries or takes other action under the Credit Agreement Senior Debt Documents after such aforesaid termination or revocation by the Noteholder such Subordinated Holder but prior to the receipt by the Agent Senior Lenders of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172; and, in any event, no obligation of the Subordinated Holder hereunder shall be affected pursuant to this Section 11 by the death or incapacity of the Subordinated Holder or any other subordinated party, pledgor, endorser, or guarantor, if any.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder the Creditor until the Senior Debt Obligations shall have been indefeasibly paid in full in cash fully discharged and satisfied all financing arrangements between the Borrower and the Credit Agreement among Borrower, the Agent and the Senior Lenders Lender have been terminated. In the event the Noteholders Creditor shall have any right under applicable law to otherwise to terminate or revoke this Agreement which right cannot be waivedAgreement, such termination or revocation shall not be effective until two days after written notice of such termination or revocation, signed by any such Noteholderthe Creditor, is actually received by the Agent's officer responsible Lender at the address indicated for such mattersthe Lender in the first paragraph hereof. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders Lender may continue, at any time and without notice to the NoteholdersCreditor, to extend credit or other financial accommodations and loan monies to or for the benefit of the Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt Obligations which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt Obligations created after receipt thereof, if such Senior Debt was Obligations were incurred either through readvances by the Senior Lenders Lender pursuant to the Senior Lenders' its financing arrangements with the Borrower, and/or for the purpose of protecting any collateral, including, without limitationbut not limited to, advances all protective advances, costs, expenses, and attorneys' and paralegals' fees, whensoever made, advanced or readvances, incurred by the Lender in an aggregate outstanding amount not to exceed connection with the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement)Obligations. If, in reliance on this Agreement, any Senior the Lender makes loans or other advances to or for the benefit of the Borrower or takes other action under the Credit Loan Agreement after such aforesaid termination or revocation by the Noteholder Creditor but prior to the receipt by the Agent Lender of said written notice as set forth above, the rights of the Senior Lenders Lender shall be the same as if such termination or revocation had not occurred. 172; and, in any editor hereunder shall be affected pursuant to this Section by the death, incapacity or written revocation of the Creditor or any other subordinator, pledgor, endorser, or guarantor, if any.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and the Credit Agreement among Borrower, the Agent and the Senior Lenders have been terminated. In the event the Noteholders shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholder, is actually received by the Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice to the Noteholders, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement). If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by the Noteholder but prior to the receipt by the Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172153

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any the Noteholder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and the Credit Agreement all financing arrangements among Borrower, the Agent Debtor Parties and the Senior Lenders Lender have been terminated. The Noteholder hereby waives to the fullest extent permitted by applicable law any right it may have to terminate or revoke this Agreement or any of the provisions of this Agreement. In the event the Noteholders Noteholder shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such the Noteholder, is actually received by the AgentLender's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders Lender may continue, at any time and without notice to the NoteholdersNoteholder, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower a Debtor Party on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or thereof, (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred either through readvances by the Senior Lenders Lender pursuant to the Senior Lenders' Lender's financing arrangements with Borrowera Debtor Party, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment "Commitment" (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions notice); or (c) any of the Credit Agreement)Senior Debt created after receipt thereof if such Senior Debt is Preservation Debt. If, in reliance on this Agreement, any Senior the Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by the Noteholder but prior to the receipt by the Agent Lender of said written notice as set forth above, the rights of the Senior Lenders Lender shall be the same as if such termination or revocation had not occurred. 172.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and the Credit Agreement all financing arrangements among Borrower, the Agent and the Senior Lenders have been terminated. In the event the Noteholders shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholder, is actually received by the Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice to the Noteholders, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement). If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by the Noteholder but prior to the receipt by the Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and the Credit Agreement among Borrower, the Agent and the Senior Lenders have been terminated. In the event the Noteholders shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholder, is actually received by the Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice to the Noteholders, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement). If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by the Noteholder but prior to the receipt by the Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder the Junior Party until the Senior Lender Debt shall have been indefeasibly paid in full in cash fully repaid and satisfied discharged and all financing arrangements between the Borrower and the Credit Agreement among BorrowerLender under the Promissory Note as amended from time to time, the Agent and the Senior Lenders have been terminated. In If the event the Noteholders Junior Party shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholderthe Junior Party, is actually received by the Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice delivered to the Noteholders, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased Lender pursuant to the provisions of the Credit Agreement). IfSection 10, in reliance on this AgreementPROVIDED, any Senior Lender makes loans or other advances to or for the benefit HOWEVER, that no such notice of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by shall affect or impair any of the Noteholder but agreements and obligations of the Junior Party hereunder with respect to any and all Lender Debt existing prior to the time of receipt of such notice by the Agent Lender, any and all Lender Debt created or acquired thereafter pursuant to any previous commitments made by the Lender under the Promissory Note, any and all extensions or renewals of said written any of the foregoing, any and all interest accruing on any of the foregoing, and any and all expenses paid or incurred by the Lender in endeavoring to collect or realize upon any of the foregoing; and all of the agreements and obligations of the Junior Party under this Agreement shall, notwithstanding any such notice as set forth aboveof termination or revocation, remain fully in effect until such Lender Debt (including any extensions or renewals thereof and all such interest and expenses) shall have been paid in full. The Junior Party agrees that the Lender shall be entitled to manage and supervise the Lender's loans to the Borrower in accordance with applicable law, the rights terms of the Senior Lenders Promissory Note and the Lender's usual practices, modified from time to time as the Lender deems appropriate under the circumstances, without regard to the existence of any rights that the Junior Party may now or hereafter have and that the Lender shall be have no liability to the same as if such termination Junior Party for, and Junior Party hereby waives any claim which the Junior Party may now or revocation had not occurred. 172hereafter have against, the Lender arising out of any and all actions which the Lender, in good faith, takes or omits to take with respect to the Promissory Note or any other agreement related thereto or to the collection of the Lender Debt.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any the Noteholder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and the Credit Agreement all financing arrangements among Borrower, the Agent and the Senior Lenders have been terminated. The Noteholder hereby waives to the fullest extent permitted by applicable law any right it may have to terminate or revoke this Agreement or any of the provisions of this Agreement. In the event the Noteholders Noteholder shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such the Noteholder, is actually received by the Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice to the NoteholdersNoteholder, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or thereof, (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred either through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the "Aggregate Commitment Revolving Credit Commitments" and "Aggregate Term Loan Commitments" (each as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions notice), or (c) any of the Credit Agreement)Senior Debt created after receipt thereof if such Senior Debt is Preservation Debt. If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by the Noteholder but prior to the receipt by the Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any the Noteholder until the Senior Debt shall have been indefeasibly paid in full in cash and satisfied and all financing arrangements to extend Senior Debt entered into pursuant to the Credit Agreement among Borrower, the Administrative Agent and the Senior Lenders have been terminated. In the event the Noteholders Noteholder shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such the Noteholder, is actually received by the Administrative Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Administrative Agent and the Senior Lenders may continue, at any time and without notice to the NoteholdersNoteholder, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred either through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, and/or for the purpose of protecting any collateral, including, but not limited to, all protective advances, costs, expenses, and reasonable attorneys' and paralegals' fees, whensoever made, advanced or incurred by the Administrative Agent or any Senior Lender in an aggregate outstanding amount not to exceed connection with the sum of Senior Debt or the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement)collateral therefor. If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by the Noteholder but prior to the receipt by the Administrative Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder the Junior Party until the Senior Lender Debt shall have been indefeasibly paid in full in cash fully repaid and satisfied discharged and all financing arrangements between the Borrower and the Credit Agreement among BorrowerLender under the Promissory Note as amended from time to time, the Agent and the Senior Lenders have been terminated. In If the event the Noteholders Junior Party shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholderthe Junior Party, is actually received by the Agent's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders may continue, at any time and without notice delivered to the Noteholders, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt which arose or was committed to prior to receipt thereof or (b) any of the Senior Debt created after receipt thereof, if such Senior Debt was incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' financing arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased Lender pursuant to the provisions of the Credit Agreement). IfSection 10, in reliance on this Agreementprovided, any Senior Lender makes loans or other advances to or for the benefit however, that no such notice of Borrower or takes other action under the Credit Agreement after such aforesaid termination or revocation by shall affect or impair any of the Noteholder but agreements and obligations of the Junior Party hereunder with respect to any and all Lender Debt existing prior to the time of receipt of such notice by the Agent Lender, any and all Lender Debt created or acquired thereafter pursuant to any previous commitments made by the Lender under the Promissory Note, any and all extensions or renewals of said written any of the foregoing, any and all interest accruing on any of the foregoing, and any and all expenses paid or incurred by the Lender in endeavoring to collect or realize upon any of the foregoing; and all of the agreements and obligations of the Junior Party under this Agreement shall, notwithstanding any such notice as set forth aboveof termination or revocation, remain fully in effect until such Lender Debt (including any extensions or renewals thereof and all such interest and expenses) shall have been paid in full. The Junior Party agrees that the Lender shall be entitled to manage and supervise the Lender's loans to the Borrower in accordance with applicable law, the rights terms of the Senior Lenders Promissory Note and the Lender's usual practices, modified from time to time as the Lender deems appropriate under the circumstances, without regard to the existence of any rights that the Junior Party may now or hereafter have and that the Lender shall be have no liability to the same as if such termination Junior Party for, and Junior Party hereby waives any claim which the Junior Party may now or revocation had not occurred. 172hereafter have against, the Lender arising out of any and all actions which the Lender, in good faith, takes or omits to take with respect to the Promissory Note or any other agreement related thereto or to the collection of the Lender Debt.

Continuing Nature of Subordination. This Subject to Section 15, this Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder Subordinated Lender until the Senior earlier of (x) Payment and Termination in Full has occurred and (y) payment in full of the Subordinated Debt; provided, that if any portion of the Subordinated Debt shall revive or be reinstated after the payment thereof, this Subordination Agreement shall apply to such Subordinated Debt as if no such payment had occurred. Each Subordinated Lender hereby waives to the fullest extent permitted by applicable law any right it may have been indefeasibly paid in full in cash and satisfied and to terminate or revoke this Agreement or any of the Credit Agreement among Borrower, the Agent and the Senior Lenders have been terminatedprovisions of this Agreement. In the event the Noteholders Subordinated Lenders shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such NoteholderSubordinated Lender, is actually received by the Administrative Agent's ’s officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentencethree sentences, this is a continuing agreement of subordination and the Administrative Agent and the Senior Lenders may continue, at any time and without notice to the NoteholdersSubordinated Lenders, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower any of the UGI Parties in reliance on the faith hereofterms of this Agreement. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt Obligations which arose or was were committed to prior to receipt thereof or (b) any of the Senior Debt Obligations created after receipt thereof, if such Senior Debt was Obligations were incurred through readvances by the Senior Lenders pursuant to the Senior Lenders' ’ financing commitments and arrangements with Borrower, including, without limitation, advances or readvances, in an aggregate outstanding amount not to exceed the sum of the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement)UGI Parties. If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower any of the UGI Parties or takes other action under the Credit Agreement or a Refinancing Agreement after such aforesaid termination or revocation by the Noteholder Subordinated Lender but prior to the receipt by the Administrative Agent of said written notice as set forth above, the rights of the Senior Lenders shall be the same as if such termination or revocation had not occurred. 172.

Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by any Noteholder the undersigned until the Senior Debt Obligations shall have been indefeasibly paid in full in cash fully discharged and satisfied and all commitments under the Credit Loan Agreement among Borrower, the Agent and the Senior Lenders have been terminated. In the event the Noteholders undersigned shall have any right under applicable law otherwise to terminate or revoke this Agreement which right cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by any such Noteholderthe undersigned, is actually received by the AgentLender's officer responsible for such matters. In the absence of the circumstances described in the immediately preceding sentence, this is a continuing agreement of subordination and the Agent and the Senior Lenders Lender may continue, at any time and without notice to the Noteholdersundersigned, to extend credit or other financial accommodations and loan monies to or for the benefit of Borrower on the faith hereof. Any termination or revocation described hereinabove shall not affect this Agreement in relation to (a) any of the Senior Debt Obligations which arose or was committed to prior to receipt thereof or thereof, (b) any of the Senior Debt Obligations which represent interest on Senior Obligations, or (c) any of the Senior Obligations created after receipt thereof, if such Senior Debt was Obligations were incurred either through readvances extensions of credit by the Senior Lenders Lender pursuant to the Senior Lenders' Lender's financing arrangements with Borrower, including, without limitation, advances or readvances, Borrower in an aggregate outstanding amount not to exceed the sum Credit Limit, and/or for the purpose of preserving or protecting any collateral (including, but not limited to, all protective advances, costs, expenses) and/or for attorneys' and paralegals' fees, whensoever made, advanced or incurred by Lender in connection with the Aggregate Commitment (as defined in the Credit Agreement as in effect on the date of receipt of any such notice and as may be increased pursuant to the provisions of the Credit Agreement)Senior Obligations. If, in reliance on this Agreement, any Senior Lender makes loans or other advances to or for the benefit of Borrower or takes other action under the Credit Loan Agreement after such aforesaid termination or revocation by the Noteholder undersigned but prior to the receipt by the Agent Lender of said written notice as set forth above, the rights of the Senior Lenders Lender shall be the same as if such termination or revocation had not occurred. 172; and, in any event, no obligation of the undersigned hereunder shall be affected pursuant to this Section 9 by the death, incapacity or written revocation of the undersigned or any other subordinated party, pledgor, endorser, or guarantor, if any.