Waivers by Borrowers and Guarantors. Borrowers and Guarantors hereby waive any rights any Borrower or any Guarantor may have upon payment in full of the Obligations to require Administrative Agent to terminate its security interest in the Collateral, other collateral or in any other property of any Borrower or any Guarantor until termination of the Credit Agreement in accordance with its terms and the execution by each Borrower and each Guarantor of an agreement indemnifying Administrative Agent from any loss or damage Administrative Agent may incur as the result of dishonored checks or other items of payment received by Administrative Agent from any Loan Party or any account debtor and applied to the obligations and releasing and indemnifying, in the same manner as described in [Section 8.6] of this Agreement, the Releasees from all claims arising on or before the date of such termination. Borrowers and Guarantors each acknowledge that the foregoing waiver is a material inducement to Administrative Agent in entering this Agreement and that Administrative Agent is relying upon the foregoing waiver in its future dealings with Borrowers and Guarantors.

Designated Borrowers ​ may at any time, upon not less than 15 Business Days’ notice from ​ to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of ​ (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of [Exhibit G] (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, such information as may be requested pursuant to [Section 4.01(a)(x)] and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Subsidiary Borrowers to the extent any Lenders so require. If the Administrative Agent and each of the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder (provided, for the avoidance of doubt, that any Lender may be entitled to reject any Applicant Borrower as a Designated Borrower hereunder to the extent that such Applicant Borrower is organized under the laws of a jurisdiction other than the United States or a political subdivision thereof, and such Lender may not legally lend to, establish credit for the account of, or do any business whatsoever with such Applicant Borrower), then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, such information as may be requested pursuant to [Section 4.01(a)(x)] and other documents or information, the Administrative Agent shall send a notice in substantially the form of [Exhibit H] (a “Designated Borrower Notice”) to ​ and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Subsidiary Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

Designated Borrowers. [[Released U.K. Borrowers:Organization]] may at any time, upon not less than fifteen (15) Business Days’ notice from [[Released U.K. Borrowers:Organization]] to the Canadian Agent or the Administrative Agent, as applicable (or such shorter period as may be agreed by such Agent in its sole discretion), # request to designate any additional Canadian Subsidiary of [[Released U.K. Borrowers:Organization]] (an “Applicant Canadian Borrower”) as a Designated Canadian Borrower to receive Canadian Revolving Loans, Canadian Swing Line Loans, and Bankers’ Acceptances hereunder by delivering to the Canadian Agent (which shall promptly deliver counterparts thereof to each Canadian Lender) a duly executed Designated Borrower Request and Assumption Agreement with respect to such Applicant Canadian Borrower, and # request to designate any additional Domestic Subsidiary of [[Released U.K. Borrowers:Organization]] (an “Applicant PR Borrower”) as a Designated PR Borrower to receive PR Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each PR Lender) a duly executed Designated Borrower Request and Assumption Agreement with respect to such Applicant PR Borrower, and # request to designate any additional U.K. Subsidiary of [[Released U.K. Borrowers:Organization]] (an “Applicant U.K. Borrower”) as a Designated U.K. Borrower to receive U.K. Revolving Loans and U.K. Swing Line Loans by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each U.K. Lender) a duly executed Designated Borrower Request and Assumption Agreement with respect to such Applicant U.K. Borrower. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (A) (1) with respect to an Applicant Canadian Borrower, the Canadian Agent and each Canadian Lender must each agree to such Applicant Borrower becoming a Designated Borrower, and # with respect to an Applicant PR Borrower, the Administrative Agent and each PR Lender must each agree to such Applicant Borrower becoming a Designated Borrower, and # with respect to an Applicant U.K. Borrower, the Administrative Agent and each U.K. Lender must each agree to such Applicant Borrower becoming a Designated Borrower, # the applicable Agent shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to such Agent, as may be required by such Agent, and Notes signed by such new Designated Borrower to the extent any applicable Lender so requires, and # upon the reasonable request of any applicable Lender, such Applicant Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Canadian AML Acts and if such Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Applicant Borrower shall have delivered, to each such Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in [clauses (A), (B) and (C) hereof], the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met with respect to an Applicant Canadian Borrower, the Canadian Agent shall send a Designated Borrower Notice to [[Released U.K. Borrowers:Organization]] and the Canadian Lenders specifying the effective date upon which such Applicant Canadian Borrower shall constitute a Designated Canadian Borrower for purposes hereof, whereupon each of the Canadian Lenders agrees to permit such Designated Canadian Borrower to receive Canadian Revolving Loans, Canadian Swing Line Loans, and Bankers’ Acceptances hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Canadian Borrower otherwise shall be a Canadian Borrower for all purposes of this Agreement; provided that no Canadian Loan Notice, Canadian Swing Line Loan Notice or Bankers’ Acceptance Notice may be submitted by or on behalf of such Designated Canadian Borrower until the date five (5) Business Days after such effective date. If the Designated Borrower Requirements are met with respect to an Applicant PR Borrower, the Administrative Agent shall send a Designated Borrower Notice to [[Released U.K. Borrowers:Organization]] and the PR Lenders specifying the effective date upon which such Applicant PR Borrower shall constitute a Designated PR Borrower for purposes hereof, whereupon each of the PR Lenders agrees to permit such Designated PR Borrower to receive PR Revolving Loans on the terms and conditions set forth herein, and each of the parties agrees that such Designated PR Borrower otherwise shall be a PR Borrower for all purposes of this Agreement; provided that no PR Loan Notice may be submitted by or on behalf of such Designated PR Borrower until the date five (5) Business Days after such effective date. If the Designated Borrower Requirements are met with respect to an Applicant U.K. Borrower, the Administrative Agent shall send a Designated Borrower Notice to [[Released U.K. Borrowers:Organization]] and the U.K. Lenders specifying the effective date upon which such Applicant U.K. Borrower shall constitute a Designated U.K. Borrower for purposes hereof, whereupon each of the U.K. Lenders agrees to permit such Designated U.K. Borrower to receive U.K. Revolving Loans and U.K. Swing Line Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated U.K. Borrower otherwise shall be a U.K. Borrower for all purposes of this Agreement; provided that no U.K. Loan Notice or U.K. Swing Line Loan Notice may be submitted by or on behalf of such Designated U.K. Borrower until the date five (5) Business Days after such effective date.

Subsidiary Borrowers. In addition to the requirements of any other applicable provision of this Agreement or any other Loan Document, if any Subsidiary of a Borrower is formed or acquired after the Agreement Date, the Borrowers will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired (or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date (unless any such requirement is waived in writing by the Administrative agent in its sole discretion):

Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

Waivers. No waiver by any Party of any provision of this Services Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The failure of any Party to require strict performance by any other Party of any provision in this Services Agreement (or the waiver of a breach of any provisions of this Services Agreement) will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof or otherwise operate or be construed as a waiver of any other or subsequent breach.

Waivers. With respect to each of the Collateral Locations, the Grantors will use their commercially reasonable best efforts to obtain not later than sixty (60) days after the Bank’s request therefor such waivers of lien, estoppel certificates or subordination agreements as the Bank may reasonably request to ensure the priority of its security interest in that portion of the Collateral situated at such locations.

Waivers. Each Grantor, to the greatest extent not prohibited by applicable Law, hereby # agrees that it will not invoke, claim or assert the benefit of any applicable Law now or hereafter in effect (including any right to prior notice or judicial hearing in connection with the Administrative Agent’s possession, custody or disposition of any Collateral or any appraisal, valuation, stay, extension, moratorium or redemption Law), or take or omit to take any other action, that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and remedies with respect to the Collateral, the absolute sale of any of the Collateral or the possession thereof by any purchaser at any sale thereof, and waives the benefit of all such applicable Laws and further agrees that it will not hinder, delay or impede the execution of any power granted hereunder to the Administrative Agent, but that it will permit the execution of every such power as though no such applicable Law was in effect, # waives all rights that it has or may have under any applicable Law now existing or hereafter adopted to require the Administrative Agent to marshal any Collateral or other assets in favor of such Grantor or any other party or against or in payment of any or all of the Secured Obligations, and # waives all rights that it has or may have under any applicable Law now existing or hereafter adopted to demand, presentment, protest, advertisement or notice of any kind (except notices expressly provided for herein).

Waivers. The failure of either Party to assert any of its rights hereunder, including but not limited to the right to terminate this Agreement due to a breach or default by another Party, will not be deemed to constitute a waiver by that Party of its right thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Waivers. Any waiver of any right granted pursuant to this Award shall not be valid unless it is in writing and signed by the party waiving the right. Any such waiver shall not be deemed to be a waiver of any other rights.