Common use of Obligations Hereunder Not Affected Clause in Contracts

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent and the Banks hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt or any part thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary Guaranty or the API Limited Recourse Guaranty, as applicable, or any Senior Debt; (iii) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior Debt; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by the Administrative Agent or any Bank upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent Agent, the Lenders and the Banks other Secured Parties hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt Indebtedness or any part thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary Guaranty or the API Limited Recourse Guaranty, as applicable, Guarantees or any Senior DebtIndebtedness; (iii) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks other Secured Parties in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior Debt;Indebtedness; ​ ​ ​ (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt Indebtedness is rescinded or must otherwise be returned by the Administrative Agent or any Bank Lender or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent and the Banks other Secured Parties hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (ia) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt Obligations or any part thereof; (iib) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary Guaranty or the API Limited Recourse Guaranty, as applicable, or any Senior DebtObligations; (iiic) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks other Secured Parties in their sole discretion may determine; (ivd) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior DebtObligations (other than the release of an endorser or guarantor from its obligations under the Obligations in accordance with its terms); (ve) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor Obligor or which, but for this Section 8, might operate as a discharge of such GuarantorObligor; (vif) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor Obligor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor Obligor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by the Administrative Agent or any Bank upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent Agent, the Lenders and the Banks other Secured Parties hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt Indebtedness or any part thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary Guaranty or the API Limited Recourse Guaranty, as applicable, Guarantees or any Senior DebtIndebtedness; (iii) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks other Secured Parties in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior DebtIndebtedness; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt Indebtedness is rescinded or must otherwise be returned by the Administrative Agent or any Bank Lender or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.. AMERICAS 101762872 4

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent and the Banks Lenders hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Amended and Restated Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt Obligations or any part thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary Guaranty or the API Limited Recourse Guaranty, as applicable, or any Senior DebtObligations; (iii) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks Lenders in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior DebtObligations; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, 8 might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Amended and Restated Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Bank Lender upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent and the Banks Secured Parties hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt Obligations or any part thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary any Guaranty or the API Limited Recourse Guaranty, as applicable, or any Senior DebtObligations; (iii) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks Secured Parties in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior DebtObligations; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, 8 might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; ; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by the Administrative Agent or any Bank upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent and the Banks Lender hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (ia) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt or any part thereofthereof (other than, in each case, the Payment in Full of the Senior Debt); (iib) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary Guaranty or the API Limited Recourse Guaranty, as applicable, any Guarantee or any Senior Debt; (iiic) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks Lender in their sole discretion may determine; (ivd) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior Debt; (ve) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor Obligor or which, but for this Section 8, which might operate as a discharge of such GuarantorObligor; (vif) any defense arising by reason of any disability, change in corporate existence or structure or other defense (other than a defense of Payment in Full) of any Obligor, any other Guarantor Obligor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of such Obligor, any other Guarantor Obligor or a Subordinated Creditor; (viig) any defense based on any claim that such GuarantorObligor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor Obligor or any other subordinated creditor, as applicable; (viiih) the benefit of any statute of limitations affecting such GuarantorXxxxxxx’s or Subordinated Creditor’s liability hereunder; (ixi) any right to proceed against any Obligor, proceed against or exhaust any security for the ObligationsSenior Debt, or pursue any other remedy in the power of any Secured Partythe Lender, whatsoever; (xj) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender, and (xik) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by the Administrative Agent or any Bank upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent and the Banks hereunderrights, and all interests, agreements and obligations of the Administrative Agent, the other Secured Parties, each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior Debt Obligations or any part thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary any Guaranty or the API Limited Recourse Guaranty, as applicable, or any Senior DebtObligations; (iii) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks Secured Parties in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior DebtObligations; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, 8 might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Senior Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt Obligations is rescinded rescinded, avoided, or must otherwise be returned by the Administrative Agent or any Bank Secured Party upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

Obligations Hereunder Not Affected. All rights and interests interest of the Administrative Agent and the Banks other Secured Parties hereunder, and all agreements and obligations of each the Subordinated Creditor Creditors and each Obligor under this Intercompany Subordination Agreementthe Subordinated Debtors hereunder, shall remain in full force and effect irrespective of: (ia) any amendment, extension, renewal, compromise, discharge, acceleration lack of validity or other enforceability of any document evidencing Senior Indebtedness; (b) any change in the time for time, manner or place of payment of, or the terms any other term of, all or any of the Senior Debt Indebtedness, or any part thereofother amendment or waiver of or any consent to departure from any of the documents evidencing or relating to the Senior Indebtedness; (iic) any taking, holding, exchange, enforcementrelease or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty or Loan Document, for all or any of the Senior Indebtedness; (d) any failure of any Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of any Loan Document; (e) any reduction, limitation, impairment or termination of the Senior Indebtedness for any reason (other than payment in full of the Senior Indebtedness), including any claim of waiver, release, failure to perfectsurrender, sell alteration or otherwise dispose compromise, and any defense (other than the defense of any security for payment in full of the Subsidiary Guaranty Senior Indebtedness) or the API Limited Recourse Guarantysetoff, as applicablecounterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt;Indebtedness (which each Subordinated Debtor and each Subordinated Creditor hereby waives any right to or claim of until the Termination Date to the maximum extent permitted by applicable law); and (iiif) any other circumstance which might otherwise constitute a defense (other than the application defense of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks payment in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any full of the Senior Debt; (vIndebtedness) the taking available to, or a discharge of, or failure to take any action which might Subordinated Debtor in any manner or to any extent vary the risks of any Guarantor or which, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) respect of the liability Senior Indebtedness or the Subordinated Creditors in respect of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiesthis Subordination Agreement. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt Indebtedness is rescinded or must otherwise be returned by the Administrative Agent or any Bank other Secured Party upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization similar event of any Obligor Subordinated Debtor or otherwise, all as though such payment had not been made. The Subordinated Creditors acknowledge and agree that the Secured Parties may, without notice or demand and without affecting or impairing the Subordinated Creditors’ obligations hereunder, from time to time (i) take or hold security for the payment of the Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any such security, and (ii) exercise or refrain from exercising any rights against the Borrower or any other Person.

Obligations Hereunder Not Affected. All rights and interests interest of the Administrative Agent and the Banks Senior Lenders hereunder, and all agreements and obligations of Subordinated Agent and each Subordinated Creditor and each Obligor under this Intercompany Subordination AgreementCreditor, any Credit Party hereunder, shall remain in full force and effect irrespective of: (ia) any amendmentlack of validity or enforceability of any document evidencing any of the Senior Debt; (b) any change in the time, extensionmanner or place of payment of, renewalor any other term of, all or any of the Senior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Senior Debt Documents; (c) any exchange, release or non-perfection of any collateral for all or any of the Senior Debt; (d) any failure of any Senior Lender to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement; (e) any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Credit Party and Subordinated Agent, on behalf of itself and each Subordinated Creditor, hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, dischargeunenforceability of, acceleration or any other event or occurrence affecting, any Senior Debt; and (f) any other circumstance, whether similar or dissimilar which might otherwise constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Debt or Subordinated Agent and each Subordinated Creditor in respect of this Agreement. Subordinated Agent, on behalf of itself and each Subordinated Creditor, acknowledges and agrees that Senior Lenders may in accordance with the terms of the Senior Debt Documents, without notice or demand and without affecting or impairing Subordinated Agent’s obligations hereunder from time to time (i) renew, compromise, extend, increase, accelerate or otherwise change in the time for payment of, or otherwise change the terms of the Senior Debt or any part thereof; , including, without limitation, to increase or decrease the rate of interest thereon or the principal amount thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell take or otherwise dispose of any hold security for the payment of the Subsidiary Guaranty or the API Limited Recourse GuarantySenior Debt and exchange, as applicableenforce, or foreclose upon, waive and release any Senior Debt; such security; (iii) the application of apply such security and directing direct the order or manner of sale thereof as the Administrative Agent and the Banks any Senior Lender in their its sole discretion discretion, may determine; ; (iv) the release or substitution of and substitute one or more of any endorsers endorsers, warrantors, borrowers or other guarantors of any of the Senior Debt; obligors; and (v) exercise or refrain from exercising any rights against the taking Credit Parties or any other Person, provided that Senior Lenders shall endeavor to provide written notice to Subordinated Agent in the event that Senior Lenders renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or failure to take any action which might in any manner or to any extent vary otherwise change the risks of any Guarantor or which, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever; (x) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (xi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any terms of the Senior Debt is rescinded or must otherwise be returned by the Administrative Agent or any Bank upon part thereof, including, without limitation, to increase or decrease the insolvency, bankruptcy rate of interest thereon or reorganization of any Obligor or otherwise, all as though such payment had not been madethe principal amount thereof.

Obligations Hereunder Not Affected. All To the maximum extent permitted by applicable law, all rights and interests of the Administrative Agent and the Banks Lenders hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor Debtor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of: (i) : any amendmentlack of validity or enforceability of the Credit Agreement, extensionthe Notes, renewalor any other Loan Document, compromise, discharge, acceleration or other any agreement or instrument relating thereto; any change in the time for time, manner or place of payment or the terms of the Senior Debt or any part thereof; (ii) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Subsidiary Guaranty or the API Limited Recourse Guaranty, as applicable, or any Senior Debt; (iii) the application of security and directing the order or manner of sale thereof as the Administrative Agent and the Banks in their sole discretion may determine; (iv) the release or substitution of one or more of any endorsers or other guarantors of any of the Senior Debt; (v) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or whichother term of, but for this Section 8, might operate as a discharge of such Guarantor; (vi) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor, any other Guarantor or a Subordinated Creditor; (vii) any defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any Obligor, any other Guarantor all or any other subordinated creditor, as applicable; (viii) the benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder; (ix) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in amendment or waiver of or any consent to or departure from the power Credit Agreement, the Notes or any other Loan Document; any enforcement of any Secured PartyLoan Document, whatsoever; (x) including the taking, holding or sale of any benefit of and any right to participate property or interests in any security property, now owned or hereafter held acquired by the Parent, the US Borrower, or any Secured Partyof their respective Subsidiaries, and (xi) the Guarantors or any of their Subsidiaries in or upon which a Lien is granted or purported to be granted, if any, or any termination or release of same; any refusal of payment by the fullest extent permitted by lawAdministrative Agent or any Lender, in whole or in part, from any obligor in connection with any of the Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any and all Subordinated Creditor; or any other defenses circumstance which might otherwise constitute a defense available to, or benefits that may be derived from a discharge of, a Debtor or afforded by applicable law limiting the liability of a Subordinated Creditor or exonerating guarantors third party guarantor or suretiessurety. This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt Obligations is rescinded or must otherwise be returned by the Administrative Agent Agent, any Lender or any Bank other Person upon the insolvency, bankruptcy or reorganization of any Obligor a Debtor or otherwise, all as though such payment had not been made.