No Immunity. Neither the Subsidiary Borrower nor any of its assets is entitled to immunity from suit, execution, attachment or other legal process. The Subsidiary Borrower’s execution and delivery of the Loan Documents to which it is a party constitute, and the exercise of its rights and performance of and compliance with its obligations under such Loan Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

General Immunity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrowers, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is found to have been caused by the gross negligence or willful misconduct of such Person.

18Applicable law, dispute resolution and waiver of sovereign immunity

Any Party that now or hereafter has a right to claim immunity from jurisdiction for itself or any of its assets hereby waives any such immunity to the fullest extent permitted by the Laws / Regulations of any applicable jurisdiction. This waiver includes immunity from:

Notice of Immunity. Section 18 USC 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in the Agreement, including this [Exhibit B], is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

Immunity from Liability. Neither the Company nor any person acting for the Company or the Committee in the administration of the Plan shall incur any liability for anything done or omitted to be done in administering the Plan or making any determination required by the Plan, except in the case of willful misconduct or gross negligence.

Section # General Immunity.

Article 9th.-The officers mentioned in [article 1] hereto are hereby authorized to accept in the agreements and instruments to be entered into in accordance herewith provisions that stipulate that such agreements shall be subject to foreign laws and courts; as well as the waiver of immunity from execution, the designation of a foreign domicile and the appointment of process agents abroad.

18.4Waiver of immunity from jurisdiction

Defend Trade Secrets Act Immunity Notice. Pursuant to the Defend Trade Secrets Act of 2016, non-compliance with the disclosure provisions of this Agreement shall not subject Grantee to criminal or civil liability under any Federal or State trade secret law for the disclosure of a System Company trade secret: # in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law; # in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or # to an attorney representing Grantee in a lawsuit for retaliation by any System Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and Grantee does not disclose the trade secret, except pursuant to court order.

Waiver. The failure by any Party to enforce any of its rights under this Agreement will not be deemed to be a waiver of such rights, unless such waiver is an express written waiver that has been signed by the waiving Party. Waiver of any one breach will not be deemed a waiver of any other breach of the same or any other provision of this Agreement.

Waiver. No waiver by either party of any default or nonperformance hereunder shall be deemed a waiver of any subsequent default or nonperformance. No waiver shall be effective unless in writing and signed by the party or parties to which the performance of duty is owed. No delay in the serving of any right or remedy shall constitute a waiver of any right or remedy.

Waiver. Any waiver by the ​ or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the ​ or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the ​ or the Holder must be in writing.

Waiver. The Loan Parties hereby acknowledge, represent and warrant that, as of the date hereof, # immediately prior to the effectiveness of this Amendment, the Specified Events of Default and Ancillary Events of Default have occurred, have not been waived and remain outstanding under the Credit Agreement, and # immediately after giving effect to this Amendment, no other Default or Event of Default has occurred and is continuing. Effective upon the satisfaction of the conditions set forth in [Section 4] hereof, the Lenders and Administrative Agent waive the Specified Events of Default and Ancillary Events of Default. The waiver set forth herein is only effective as to the matters referenced herein. The waiver will not be deemed a waiver or consent to the breach by any Loan Party of other covenants or agreements contained in the Credit Agreement or the other Loan Documents with respect to any other transaction or matter. Each Loan Party agrees that the waiver set forth herein is limited to the precise meaning of the words as written herein and will not be deemed to # be a consent to, or any waiver or modification of, any other term or condition of the Credit Agreement or any other Loan Document, or # prejudice any other right or remedy that the Lenders or Administrative Agent may now have or may in the future have

Waiver. Any waiver by any party of a condition to its obligation to perform this Agreement and the subsequent Closing hereunder shall be in writing and shall be without prejudice to the rights or remedies it may have arising out of any subsequent or different breach of the same or any other any representation, warranty, covenant or other agreement hereunder.

Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this 2018 Outperformance Plan, or the waiver by any party of any breach of this 2018 Outperformance Plan, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.