Common use of No Implied Waivers of Subordination Clause in Contracts

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreement: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Subordinated Indebtedness, other than by means in accordance with the terms of payment of such Intercompany Indebtedness according to its termsthe Credit Agreement, without the prior written consent of the Administrative AgentRequired Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Guaranteed Creditors to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or Company, by any act or failure to act by the Administrative Agent or any LenderGuaranteed Creditor, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness Debt is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Guaranteed Creditor may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long as there is Senior Debt outstanding or Commitments any Commitment is in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany IndebtednessDebt, other than by means of payment of such Intercompany Indebtedness Debt according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, in accordance with the Administrative Credit Agreement, the Agent or any on behalf of the Lenders mayLenders, the Lenders, or the Required Lenders, as the case may be, at any time and from time to time, without the consent of or notice to the Companies, except to the extent required by the Credit Agreement or other Credit Documents, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersGuaranteed Creditors, may do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend amend, restate, supplement or supplement otherwise modify the Senior Debt or the Loan Credit Documents; (ii) sell, exchange, release any collateral or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iviii) exercise or refrain from exercising any rights against any of the Companies and any other personperson or entity.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Subordinated Indebtedness, other than by means of payment of such Intercompany Subordinated Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the Companies, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Bank to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Subordinated Indebtedness, other than by means in accordance with the terms of payment of such Intercompany Indebtedness according to its termsthe Credit Agreement, without the prior written consent of the Administrative AgentRequired Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the CompaniesCompanies except CEI to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Bank to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company Loan Party or by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company Loan Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its termsterms or the sale, assignment, pledge or transfer to another Loan Party, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, to the extent, if any, permitted by the Credit Agreement, the Administrative Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the CompaniesLoan Parties except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to the Companies Loan Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Loan Parties to the Administrative Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Loan Parties and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Paying Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Paying Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Paying Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Subordinated Indebtedness, other than by means in accordance with the terms of payment of such Intercompany Indebtedness according to its termsthe Credit Agreement, without the prior written consent of the Administrative AgentRequired Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Paying Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the CompaniesCompanies except CEI to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Paying Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt are Obligations outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than to another Company and other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt Obligations or otherwise amend or supplement the Senior Debt Obligations or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior DebtObligations; (iii) release any person Person liable in any manner for the payment or collection of the Senior DebtObligations; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderSecured Party, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Secured Party may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments Payment in effect under the Credit AgreementFull shall not have occurred, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Subordinated Indebtedness, other than by means in accordance with the terms of payment of such Intercompany Indebtedness according to its termsthe Credit Agreement, without the prior written consent of the Administrative AgentRequired Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of Secured Party may, to the Lenders mayextent not prohibited by the Loan Documents, at any time and from time to time, without the consent of or notice to any of the CompaniesCompanies except as required by the Loan Documents, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersSecured Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company Loan Party or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company Loan Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the CompaniesLoan Parties or the Borrowers except to the extent provided in the Credit Agreement, without incurring responsibility to the Companies Loan Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Loan Parties to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Loan Parties and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or Company, by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness Subordinated Debt is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long as there is Senior Debt outstanding or Commitments any Commitment is in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany IndebtednessSubordinated Debt, other than by means of payment of such Intercompany Indebtedness Subordinated Debt according to its terms, without the prior written consent of the Administrative AgentLender. Without in any way limiting the generality of the foregoing paragraph, in accordance with the Administrative Agent or any of Credit Agreement, the Lenders mayLender, at any time and from time to time, without the consent of or notice to the Companies, except to the extent required by the Credit Agreement or other Loan Documents, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersLender, may do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend amend, restate, supplement or supplement otherwise modify the Senior Debt or the Loan DocumentsCredit Agreement; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iviii) exercise or refrain from exercising any rights against any of the Companies and any other personperson or entity.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Senior Parties to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderSenior Parties, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Senior Party may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long until the Lenders have no further commitment to lend under the Credit Agreement and the Obligations shall have been indefeasibly paid in full, such Company shall not, except as there is Senior Debt outstanding or Commitments in effect under expressly permitted by the Credit Agreement, such Company shall not agree to sell, assign, pledge, pledge or encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Collateral Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Senior Parties may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrowers to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersSenior Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents, Secured Hedging Agreements and Bank Product Obligation Agreements; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any Company except to the Companiesextent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Bank to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Except as otherwise permitted under the Credit Agreement, each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments any Revolving Credit Commitments, Swing Loan Commitment or Letters of Credit in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, release, forgive or otherwise discharge the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent Agent, on behalf of the Banks, or any Lender Bank to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long as there is Senior Debt or any Letter of Credit outstanding or Commitments any Commitment is in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent, other than payment or assignment of such Intercompany Indebtedness from one Company to another Company prior to an Event of Default. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies (except the Borrower to the extent provided in the Credit Agreement), without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend modify, amend, restate, or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent, the Canadian Agent or any Lender Bank to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company Loan Party or by any act or failure to act by the Administrative Agent, the Canadian Agent or any LenderBank, or by any non-compliance by any Company Loan Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent, the Canadian Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit AgreementPayment In Full has not occurred, such Company Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its termsterms or the sale, assignment, pledge or transfer to another Loan Party, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, to the extent, if any, permitted by the Credit Agreement, the Administrative Agent, the Canadian Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the CompaniesLoan Parties except the Borrowers to the extent provided in the Credit Agreement, without incurring responsibility to the Companies Loan Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Loan Parties to the Administrative Agent, the Canadian Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Loan Parties and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company Loan Party or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company Loan Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the CompaniesLoan Parties or the Borrower except to the extent provided in the Credit Agreement, without incurring responsibility to the Companies Loan Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Loan Parties to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Loan Parties and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Bank to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, restructure or grant forbearance or similar accommodation, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender and the Lenders to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or the Borrower, by any act or failure to act by the Administrative Agent or any LenderAgent, or by any non-compliance by any Company the Borrower with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender of the Lenders may have or be otherwise chargedcharged with. Each Company The Manager and the Advisor by its their acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company neither the Manager nor the Advisor shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, release, forgive or otherwise discharge the obligations of the other Companies Borrower with respect to their Intercompany its Subordinated Indebtedness, other than by means of payment of such Intercompany Subordinated Indebtedness according to its termsterms and the terms of this Agreement, without the prior written consent of the Administrative Agent, with the written approval of all of the Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of and the Lenders may, at any time and from time to time, without the consent of or notice to the CompaniesManager or the Advisor, without incurring responsibility to the Companies Manager or the Advisor and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Manager or the Advisor to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Borrower and any other personperson or entity.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrowers to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the Companies, except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreement: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender the Banks to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or Company, by any act or failure to act by the Administrative Agent or any Lenderthe Banks, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness Subordinated Debt is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender the Banks may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long as there is Senior Debt outstanding or Commitments any Commitment is in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany IndebtednessSubordinated Debt, other than by means of payment of such Intercompany Indebtedness Subordinated Debt according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, in accordance with the Administrative Credit Agreement, the Agent or any of and the Lenders mayBanks, at any time and from time to time, without the consent of or notice to the Companies, except to the extent required by the Credit Agreement or other Loan Documents, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersAgent, may do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend amend, restate, supplement or supplement otherwise modify the Senior Debt or the Loan DocumentsCredit Agreement; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iviii) exercise or refrain from exercising any rights against any of the Companies and any other personperson or entity.

No Implied Waivers of Subordination. No right of Prudential and the Administrative Agent or any Lender Purchasers to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent Prudential or any LenderPurchaser, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent Prudential or any Lender Purchaser may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreementoutstanding, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Subordinated Indebtedness, other than by means of payment of such Intercompany Subordinated Indebtedness according to its terms, without the prior written consent of the Administrative AgentPurchasers. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent Prudential or any of the Lenders Purchasers may, at any time and from time to time, without the consent of or notice to any of the Companies, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent Prudential and the LendersPurchasers, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Transaction Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Bank to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Except as otherwise permitted under the Credit Agreement, each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments any Term Loan Commitment in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, release, forgive or otherwise discharge the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Financing Parties to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure CHAR1\1561065v7 to act on the part of any Company Credit Party or by any act or failure to act by the Administrative Agent or any LenderFinancing Party, or by any non-compliance by any Company Credit Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Financing Party may have or be otherwise chargedcharged with. Each Company Credit Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit AgreementPayment In Full has not occurred, such Company Credit Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Credit Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its termsterms or the sale, assignment, pledge or transfer to another Credit Party, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, to the Administrative Agent or any of extent, if any, permitted by the Lenders Participation Agreement, the Financing Parties may, at any time and from time to time, without the consent of or notice to the CompaniesCredit Parties except to the extent provided in the Participation Agreement, without incurring responsibility to the Companies Credit Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Credit Parties to the Administrative Agent and the LendersFinancing Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan DocumentsOperative Agreements; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Credit Parties and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Purchasers to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company Loan Party or by any act or failure to act by the Administrative Agent or any LenderPurchaser, or by any non-compliance by any Company Loan Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Purchaser may have or be otherwise chargedcharged with. Each Company Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments the Facility is in effect under the Credit Note Purchase Agreement, such Company Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative AgentRequired Holders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Purchasers may, at any time and from time to time, without the consent of or notice to the CompaniesLoan Parties or the Company except to the extent provided in the Note Purchase Agreement, without incurring responsibility to the Companies Loan Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Loan Parties to the Administrative Agent and the LendersPurchasers, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Financing Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Loan Parties and any other person.Person. A/75944651.4

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Secured Parties to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderSecured Parties, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Secured Party may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not not, except as expressly permitted by the Credit Agreement, agree to sell, assign, pledge, pledge or encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Secured Parties may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrower and to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersSecured Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent Agent, any Lender or any Lender other Secured Party to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent Agent, any Lender or any Lenderother Secured Party, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent Agent, any Lender or any Lender other Secured Party may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments until Payment in effect under the Credit AgreementFull, such Company shall not agree to sell, assign, pledge, pledge or encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according pursuant to its terms, without the prior written consent of Loan Documents or as otherwise permitted under the Administrative AgentCredit Agreement. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any none of the Lenders may, at any time and from time to time, without the consent of following shall impair or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing release the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreement: (i) any change to the manner, place or terms of payment, or extend the extension of the time of payment, renew renewal or alter alteration of the Senior Debt or otherwise amend other amendment or supplement to the Senior Debt or Debt, the Loan DocumentsDocuments or any other documents or instruments evidencing any Senior Debt; (ii) sellany sale, exchange, exchange or release or otherwise deal with of any of the property pledged, mortgaged or otherwise securing the Senior Debt; (iii) any release of any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise the Administrative Agent, the Lenders or refrain any of the other Secured Parties exercising or refraining from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreement: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Bank to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Banks may, at any time and from time to time, without the consent of or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company CONSOL Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company CONSOL Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Subordinated Indebtedness, other than by means in accordance with the terms of payment of such Intercompany Indebtedness according to its termsthe Credit Agreement, without the prior written consent of the Administrative AgentRequired Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Senior Creditor Parties to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderSenior Creditor Parties, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Senior Creditor Party may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit AgreementAgreements, such Company shall not not, except as expressly permitted by the Credit Agreements, agree to sell, assign, pledge, pledge or encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative AgentAgents. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Senior Credit Parties may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except to the extent provided in the Credit Agreements, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersSenior Credit Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the ABL Loan Documents or Term Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Collateral Agent ----------------------------------- on behalf of the Agent, the Bank or any Lender the Noteholders to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent Agent, any Bank or any Lenderof the Noteholders, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent agent, any Bank or any Lender of the Noteholders may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Revolving Credit Commitments, Term Loan Commitments or the Swing Loan Commitment in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, release, forgive or otherwise discharge the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Collateral Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Collateral Agent or any on behalf of the Lenders Agent, the Banks and the Noteholders may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement or the Note Purchase Agreements, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent Agent, the Banks and the LendersNoteholders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt Debt, the Senior Loan Documents or the Loan DocumentsNote Purchase Agreement; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Financing Parties to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company Credit Party or by any act or failure to act by the Administrative Agent or any LenderFinancing Party, or by any non-compliance by any Company Credit Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Financing Party may have or be otherwise chargedcharged with. Each Company Credit Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit AgreementPayment In Full has not occurred, such Company Credit Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Credit Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its termsterms or the sale, assignment, pledge or transfer to another Credit Party, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, to the Administrative Agent or any of extent, if any, permitted by the Lenders Participation Agreement, the Financing Parties may, at any time and from time to time, without the consent of or notice to the CompaniesCredit Parties except to the extent provided in the Participation Agreement, without incurring responsibility to the Companies Credit Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Credit Parties to the Administrative Agent and the LendersFinancing Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan DocumentsOperative Agreements; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Credit Parties and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Senior Parties to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any LenderSenior Parties, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Senior Party may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long until the Lenders have no further commitment to lend under the Credit Agreement and the Obligations shall have been indefeasibly paid in full, such Company shall not, except as there is Senior Debt outstanding or Commitments in effect under expressly permitted by the Credit Agreement, such Company shall not agree to sell, assign, pledge, pledge or encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Collateral Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders Senior Parties may, at any time and from time to time, without the consent of or notice to the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersSenior Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender Lenders to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company the Parent or the Company, by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any the Parent or the Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness Debt is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each The Parent and the Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments any Commitment is in effect under the Credit Agreement, such the Parent and the Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany IndebtednessDebt, other than by means of payment of such Intercompany Indebtedness Debt according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, in accordance with the Administrative Credit Agreement, the Agent or any on behalf of the Lenders mayLenders, the Lenders, or the Required Lenders, as the case may be, at any time and from time to time, without the consent of or notice to the CompaniesParent or the Company, except to the extent required by the Credit Agreement or the other Loan Documents, without incurring responsibility to the Companies Parent or the Company and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Parent and the Company to the Administrative Agent and the Lenders, may do any one or more of the following in accordance with the terms of the Credit Agreement: following- (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend amend, restate, supplement or supplement otherwise modify the Senior Debt or the Loan Credit Documents; (ii) sell, exchange, release any collateral or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (ivill) exercise or refrain from exercising any rights against any of the Companies Parent, the Company and any other personperson or entity.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company Loan Party or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company Loan Party with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any Loan Party except to the Companiesextent provided in the Credit Agreement, without incurring responsibility to the Companies Loan Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies Loan Parties to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies Loan Parties and any other personPerson.

No Implied Waivers of Subordination. No right of the Administrative Banks or the ----------------------------------- Agent or any Lender on behalf of the Banks to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or Company, by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness Subordinated Debt is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long as there is Senior Debt outstanding or the Commitments are in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany IndebtednessSubordinated Debt, other than by means of payment of such Intercompany Indebtedness Subordinated Debt according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, in accordance with the Administrative Credit Agreement, the Agent or any on behalf of the Lenders mayBanks, the Banks, or the Required Banks, as the case may be, at any time and from time to time, without the consent of or notice to the Companies, except to the extent required by the Credit Agreement or other Loan Documents, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, may do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend amend, restate, supplement or supplement otherwise modify the Senior Debt or the Loan DocumentsCredit Agreement; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iviii) exercise or refrain from exercising any rights against any of the Companies and any other personperson or entity.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender other Secured Party to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lenderother Secured Party, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender other Secured Party may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Subordinated Indebtedness, other than by means in accordance with the terms of payment of such Intercompany Indebtedness according to its termsthe Credit Agreement, without the prior written consent of the Administrative AgentRequisite Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders other Secured Parties may, at any time and from time to time, without the consent of or notice to any of the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lendersother Secured Parties, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Credit Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any Company except to the Companiesextent provided in the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt, if any; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personPerson. 11.

No Implied Waivers of Subordination. No right of the Administrative Banks or the Agent or any Lender on behalf of the Banks to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or Company, by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long as there is Senior Debt outstanding or Commitments the Commitment is in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, release, forgive or otherwise discharge the obligations of the other Companies any Company with respect to their Intercompany its Subordinated Indebtedness, other than by means of payment of such Intercompany Subordinated Indebtedness according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, in accordance with the Administrative Credit Agreement the Agent or any on behalf of the Lenders mayBanks, the Banks, or the Required Banks, as the case may be, at any time and from time to time, without the consent of or notice to the Companies, except to the extent required by the Credit Agreement, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, may do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend amend, restate, supplement or supplement otherwise modify the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; Debt (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other personperson or entity.

No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company CNX Gas Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company CNX Gas Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies Loan Parties with respect to their Intercompany Subordinated Indebtedness, other than by means in accordance with the terms of payment of such Intercompany Indebtedness according to its termsthe Credit Agreement, without the prior written consent of the Administrative AgentRequired Lenders. Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the CompaniesCompanies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

No Implied Waivers of Subordination. No right of the Banks or the ----------------------------------- Administrative Agent or any Lender on behalf of the Banks to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or Company, by any act or failure to act by the Administrative Agent or any LenderBank, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Intercompany Indebtedness Subordinated Debt is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender Bank may have or be otherwise chargedcharged with. Each Company by its acceptance hereof shall agree agrees that, so long as there is Senior Debt outstanding or the Commitments are in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Intercompany IndebtednessSubordinated Debt, other than by means of payment of such Intercompany Indebtedness Subordinated Debt according to its terms, without the prior written consent of the Administrative Agent. Without in any way limiting the generality of the foregoing paragraph, in accordance with the Credit Agreement, the Administrative Agent or any on behalf of the Lenders mayBanks, the Banks, or the Required Banks, as the case may be, at any time and from time to time, without the consent of or notice to the Companies, except to the extent required by the Credit Agreement or other Loan Documents, without incurring responsibility to the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the LendersBanks, may do any one or more of the following in accordance with the terms of the Credit Agreementfollowing: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend amend, restate, supplement or supplement otherwise modify the Senior Debt or the Loan DocumentsCredit Agreement; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the Senior Debt; and (iviii) exercise or refrain from exercising any rights against any of the Companies and any other personperson or entity.