Common use of 1Amendments and Waivers Clause in Contracts

1Amendments and Waivers. Subject to subsection 2.11(b) and (c), subsection 10.1(c) below and subsection 10.17 below, with the written consent of the Majority Banks, the Administrative Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of the Banks or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall (a) extend the maturity of any Loan or Reimbursement Obligation, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder (other than pursuant to subsection 10.17) or extend the time of payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, or (b) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive ​ ​ ​ ​ any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Bank, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) amend, modify or waive any provision of subsections 2.23 and 2.26 (and related defined terms), or any other provision which affects the rights or duties of an Issuing Bank under this Agreement, without the written consent of each Issuing Bank, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interest. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents. In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Period.

1Amendments and Waivers. Subject to subsection 2.11(b) and (c), subsection 10.1(c) below and subsection 10.17 below, with the written consent of the Majority Banks, the Administrative Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of the Banks or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall (a) extend the maturity of any Loan or Reimbursement ObligationLoan, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder (other than pursuant to subsection 10.17) or extend the time of payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, or (b) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive ​ ​ ​ ​ any provision of this subsection 10.1 10.1, or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Bank, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) amend, modify or waive any provision of subsections 2.23 and 2.26 (and related defined terms), or any other provision which affects the rights or duties of an Issuing Bank under this Agreement, without the written consent of each Issuing Bank, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interest. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents. In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Period.

1Amendments and Waivers. Subject to subsection 2.11(b) (a)Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and (cthe Fee Letter), subsection 10.1(c) below nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and subsection 10.17 beloweach Loan Party party to the relevant Loan Document may, or, with the written consent of the Majority BanksRequired Lenders, the Administrative Agent and each Loan Party party to the Borrowers relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Banks Lenders or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waivingLoan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, provided that no such waiver, waiver and no such amendment, supplement or modification shall (aA) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement ObligationLoan, or extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the stated rate of any interest or fee payable hereunder (other than pursuant to subsection 10.17except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the time scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case, case without the written consent of with respect to any such change to any Committed Rate Loan, each Bank Lender directly affected thereby, or thereby (bit being agreed that an increase in (x) change the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Bank’s Commitment Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the terms Administrative Agent’s Lien on all or substantially all of its obligation to make Loans hereunder the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (other than in accordance with subsection 2.20), or D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment and payment provisions of subsection 2.12(b), the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata ​ 118 ​ ​ ​ ​ any provision treatment of this subsection 10.1 the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case Term Lenders without the written consent of each Bank, or all Term Lenders; (cF) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or Agent; (dG) extend the Termination Date with respect to any Bank without the written consent of such Bank[reserved]; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (eH) amend, modify or waive any provision of subsections 2.23 and 2.26 Section 3 without the written consent of the Issuing Lender; (and related defined terms)I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any other provision which applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the rights Issuing Lender, provider of Bank Services or duties of an Issuing Bank under this Agreementany Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each Issuing Banksuch Qualified Counterparty, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interestapplicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks Lenders and shall be binding upon the BorrowersLoan Parties, the Banks Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the AgentsLoans. In the case of any waiver, the BorrowersLoan Parties, the Banks Lenders and the Agents Administrative Agent shall be restored to their former position and rights hereunderhereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuingduring the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in Notwithstanding the foregoing foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. Notwithstanding anything to the contrary notwithstandingherein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the relevant Borrower and consent of all Lenders or each affected Lender may be effected with the relevant Bank with respect to a Negotiated Rate Loan mayconsent of the applicable Lenders other than Defaulting Lenders), from time to time, enter into amendments, supplements except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or modifications for extended without the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights consent of such Bank Lender and such Borrower thereunder and such Bank may waive (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the requirements consent of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment PeriodDefaulting Lender.

1Amendments and Waivers. Subject to subsection 2.11(b) and (c), subsection 10.1(c) below and subsection 10.17 below, with the written consent of the Majority Banks, the Administrative Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of the Banks or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall (a) extend the maturity of any Loan or Reimbursement Obligation, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder (other than pursuant to subsection 10.17) or extend the time of payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, or (b) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive ​ ​ ​ ​ any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Bank, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) amend, modify or waive any provision of subsections 2.23 and 2.26 (and related defined terms), or any other provision which affects the rights or duties of an Issuing Bank under this Agreement, without the written consent of each Issuing Bank, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interest. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents. In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Period.

1Amendments and Waivers. Subject (a) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section. The Required Lenders and each Loan Party to subsection 2.11(b) and (c)the relevant Loan Document may, subsection 10.1(c) below and subsection 10.17 belowor, with the written consent of the Majority BanksRequired Lenders, the Administrative Agent and each Loan Party to the Borrowers relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding or deleting any provisions to this Agreement or the other Loan Documents or otherwise changing in any manner the rights or obligations of the Banks Agents, the Lenders or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waivingLoan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver, waiver and no such amendment, supplement or modification shall (ai) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement Obligationthe Commitment Termination Date, extend the scheduled date or reduce the rate or extend the time amount of any amortization payment in respect of interest thereonany Loan, or reduce the principal amount thereof, or reduce the stated rate of any interest or fee payable hereunder (other than pursuant except that any amendment or modification of defined terms used in the financial ratios in this Agreement, waiver (or amendment to subsection 10.17the terms) of any mandatory prepayment or waiver of post-default rates of interest shall not constitute a reduction in the rate of interest or fees or the forgiveness or reduction of principal or interest for purposes of this clause (i)) or extend the time scheduled date of any payment thereof, in each case, case without the written consent of with respect to any such change to any Committed Rate Loan, each Bank Lender directly and adversely affected thereby, or ; (bii) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive ​ ​ ​ ​ any provision of this subsection 10.1 eliminate or reduce the voting rights of any Lender under this Section without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Majority Banks or “Required BanksLenders”, or consent to the assignment or transfer by either the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of each Bankall Lenders; (iv) amend, modify or waive any provision of paragraph (a) or (cb) of Section 2.14 without the written consent of each Lender directly and adversely affected thereby; (v) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, Agents; or (dvi) extend amend the Termination Date with respect assignment provisions of Section 10.6 to any Bank without the written consent of make such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) amend, modify or waive any provision of subsections 2.23 and 2.26 (and related defined terms), or any other provision which affects the rights or duties of an Issuing Bank under this Agreement, provisions more restrictive without the written consent of each Issuing Bank, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; Lender directly and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interest. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents. In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Periodadversely affected thereby.

1Amendments and Waivers. Subject to subsection 2.11(b) and (ca)Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document), subsection 10.1(c) below nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and subsection 10.17 beloweach Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, or, with the written consent of the Majority BanksRequired Lenders, the Administrative Agent and each Loan Party or Limited Recourse Pledgor party to the Borrowers relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Banks Lenders or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waivingLoan Parties or Limited Recourse Pledgors hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, provided that no such waiver, waiver and no such amendment, supplement or modification shall (aA) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement ObligationLoan, or extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the stated rate of any interest or fee payable hereunder (other than pursuant to subsection 10.17except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the time scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender's Revolving Commitment or Term Commitment, in each case, case without the written consent of with respect to any such change to any Committed Rate Loan, each Bank Lender directly affected thereby, or thereby (bit being agreed that an increase in (x) change the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Bank’s Commitment Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or the terms transfer by Borrower of any of its obligation to make Loans hereunder rights and obligations under this Agreement and the other Loan Documents, release or subordinate all or substantially all of the Collateral (other than or all of the Collateral under the Limited Recourse Pledge Agreements) or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in accordance with subsection 2.20), or each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment and payment provisions of subsection 2.12(b), the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive ​ ​ ​ ​ the pro rata requirements of Section 2.18 or any other provision of this subsection 10.1 the Loan Documents ​ 110 ​ requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case Term Lenders without the written consent of each Bank, or all Term Lenders; (cF) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or Agent; (dG) extend the Termination Date with respect to any Bank without the written consent of such Bank[reserved]; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (eH) amend, modify or waive any provision of subsections 2.23 and 2.26 Section 3 without the written consent of the Issuing Lender; (and related defined terms)I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Revolving Lenders without the written consent of the Majority Revolving Lenders, (ii) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of the Majority Term Lenders and, as applicable, the L/C Lenders, or (iii) subject to any other provision which applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the rights Issuing Lender, provider of Bank Services or duties of an Issuing Bank under this Agreementany Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each Issuing Banksuch Qualified Counterparty, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interestapplicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks Lenders and shall be binding upon the BorrowersLoan Parties, the Banks Limited Recourse Pledgors, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the AgentsLoans. In the case of any waiver, the BorrowersLoan Parties, the Banks Limited Recourse Pledgors, the Lenders and the Agents Administrative Agent shall be restored to their former position and rights hereunderhereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuingduring the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in Notwithstanding the foregoing to the contrary notwithstandingforegoing, the relevant Issuing Lender and Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive amend any of the requirements L/C-Related Documents without the consent of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of or any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Periodother Lender.

1Amendments and Waivers. Subject to subsection 2.11(b) and (c)Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be amended, subsection 10.1(c) below and subsection 10.17 below, supplemented or modified except in accordance with the written consent provisions of this Section 9.1. Lender and each Loan Party or Co-Borrower that is party to the Majority Banks, the Administrative Agent and the Borrowers relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Banks Lender or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waivingLoan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the Administrative Agent may specify in such instrumentinstrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver, waiver and no such amendment, supplement or modification shall (a) extend the maturity of any Loan or Reimbursement Obligation, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder (other than pursuant to subsection 10.17) or extend the time of payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, or (b) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive ​ ​ ​ ​ any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Co-Borrower or Borrower of any of its rights and obligations under this AgreementAgreement and the other Loan Documents, or (except as specified in Section 9.16) release all or substantially all of the Collateral, in each case without the written consent of each Bank, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) amend, modify or waive any provision of subsections 2.23 and 2.26 (and related defined terms), or any other provision which affects the rights or duties of an Issuing Bank under this Agreement, without the written consent of each Issuing Bank, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interestall Secured Parties. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the BorrowersLoan Parties and Co-Borrower, Lender and all future holders of the Banks and the Agents. In the case of any waiverLoan, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant to the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose provisions of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Period.this ​

1Amendments and Waivers. Subject to subsection 2.11(b) and (c)Neither this Agreement, subsection 10.1(c) below and subsection 10.17 belownor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section 9.1 nor may be released except as specifically provided herein or in accordance with the provisions of this Section 9.1. The Required Lenders may, or, with the written consent of the Majority BanksRequired Lenders, the Administrative Agent and the Borrowers may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Banks Lenders or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waivingBorrower hereunder or thereunder or (b) waive, on such terms and conditions as the Administrative Agent Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, waiver, amendmentsupplement, supplement modification or modification shall release shall: (a) i)reduce the amount or extend the scheduled date of maturity of any Loan or Reimbursement Obligation, Note or reduce the rate or extend the time of payment of interest any installment thereon, or reduce the principal amount thereof, or reduce the stated rate of any interest or fee payable hereunder (other than pursuant to subsection 10.17interest at the increased post-default rate) or extend the time scheduled date of any payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, thereof or (b) change increase the amount or extend the expiration date of any Bank’s Lender's Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive ​ ​ ​ ​ any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this AgreementCommitment Percentage, in each case without the written consent of each BankLender directly affected thereby, or (c) amendii)amend, modify or waive any provision of this Section 9 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders, or (iii)amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiverAgent, or (d) extend iv)release any of the Termination Date with respect to any Bank Guarantors from their obligations under the Guaranty, without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent all of the Required BanksLenders, or (e) amendv)amend, modify or waive any provision of subsections 2.23 and 2.26 (and related defined terms)the Credit Documents requiring consent, approval or any other provision which affects request of the rights Required Lenders or duties of an Issuing Bank under this Agreementall Lenders, without the written consent of each Issuing Bankall of the Required Lenders or Lenders as appropriate and, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding no amendment, waiver or consent affecting the foregoing, rights or duties of the Administrative Agent may act pursuant to subsection 2.11(b) to establishunder any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in conjunction with addition to the Borrowers, an alternate rate of interestLenders required hereinabove to take such action. 71 -198- Any such waiver and waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Banks Lenders and shall be binding upon the BorrowersBorrower, the Banks other Credit Parties, the Lenders, the Administrative Agent and all future holders of the AgentsNotes. In the case of any waiver, the BorrowersBorrower, the Banks other Credit Parties, the Lenders and the Agents Administrative Agent shall be restored to their former position and rights hereunderhereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in Notwithstanding any of the foregoing to the contrary notwithstandingcontrary, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any consent of the requirements Borrower shall not be required for any amendment, modification or waiver of such Negotiated Rate Loanthe provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing will provide written notice to the Borrower of any extension such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereofLoans as provided for hereunder; provided, furtherhowever, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Bank shall not extend Lender sees fit on any bankruptcy reorganization plan that affects the maturity Loans, and each Lender acknowledges that the provisions of such Negotiated Rate Loan beyond the last day Section 1126(c) of the Commitment PeriodBankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. Section 9.

1Amendments and Waivers. Subject to subsection 2.11(b) and (ca)Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document), subsection 10.1(c) below nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and subsection 10.17 beloweach Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, or, with the written consent of the Majority BanksRequired Lenders, the Administrative Agent and each Loan Party or Limited Recourse Pledgor party to the Borrowers relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Banks Lenders or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waivingLoan Parties or Limited Recourse Pledgors hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, provided that no such waiver, waiver and no such amendment, supplement or modification shall (aA) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement ObligationLoan, or extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the stated rate of any interest or fee payable hereunder (other than pursuant to subsection 10.17except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the time scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case, case without the written consent of with respect to any such change to any Committed Rate Loan, each Bank Lender directly affected thereby, or thereby (bit being agreed that an increase in (x) change the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Bank’s Commitment Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release or subordinateall or substantially all of the Collateral (or all of the Collateral under the Limited Recourse Pledge Agreements), contractually subordinate the Obligations or the terms Administrative Agent’s Lien on all or substantially all of its obligation to make Loans hereunder the Collateral (other than or all of the Collateral under the Limited Recourse Pledge Agreements) or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in accordance with subsection 2.20), or each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment and payment provisions of subsection 2.12(b), the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the ​ ​ ​ ​ any provision Loan Documents requiring pro rata treatment of this subsection 10.1 the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case Term Lenders without the written consent of each Bank, or all Term Lenders; (cF) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or Agent; (dG) extend the Termination Date with respect to any Bank without the written consent of such Bank[reserved]; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (eH) amend, modify or waive any provision of subsections 2.23 and 2.26 Section 3 without the written consent of the Issuing Lender; (and related defined terms)I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Revolving Lenders without the written consent of the Majority Revolving Lenders, (ii) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of the Majority Term Lenders and, as applicable, the L/Call Lenders, or (iiiii) subject to any other provision which applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the rights Issuing Lender, provider of Bank Services or duties of an Issuing Bank under this Agreementany Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each Issuing Banksuch Qualified Counterparty, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interestapplicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks Lenders and shall be binding upon the BorrowersLoan Parties, the Banks Limited Recourse Pledgors, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the AgentsLoans. In the case of any waiver, the BorrowersLoan Parties, the Banks Limited Recourse Pledgors, the Lenders and the Agents Administrative Agent shall be restored to their former position and rights hereunderhereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuingduring the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained in Notwithstanding the foregoing foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. Notwithstanding anything to the contrary notwithstandingherein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the relevant Borrower and consent of all Lenders or each affected Lender may be effected with the relevant Bank with respect to a Negotiated Rate Loan mayconsent of the applicable Lenders other than Defaulting Lenders), from time to time, enter into amendments, supplements except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or modifications for extended without the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights consent of such Bank Lender and such Borrower thereunder and such Bank may waive (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the requirements consent of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment PeriodDefaulting Lender.

1Amendments and Waivers. Subject to subsection 2.11(b) and (ca)Neither this Agreement, any other Loan Document (other than any L/C Related Document), subsection 10.1(c) below nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and subsection 10.17 beloweach Loan Party party to the relevant Loan Document may, or, with the written consent of the Majority BanksRequired Lenders, the Administrative Agent and each Loan Party party to the Borrowers relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Banks Lenders or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waivingLoan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, provided that no such waiver, waiver and no such amendment, supplement or modification shall (aA) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement ObligationLoan, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the stated rate of any interest or fee payable hereunder (other than pursuant except that no amendment or modification of defined terms used in the financial covenants in this Agreement or waiver of any Default or Event of Default or the right to subsection 10.17receive interest at the Default Rate shall constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the time scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank Lender directly affected thereby, or thereby (b) change the amount except that no waiver of any Bank’s Commitment or the terms of its obligation to make Loans hereunder Overadvance repayment shall be considered such an extension); (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive ​ ​ ​ ​ any provision of this subsection 10.1 B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Majority Banks or Required BanksLenders, or consent to the assignment or transfer by either the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the value of the guarantees (taken as a whole) of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders in a manner that adversely affects Revolving Lenders without the written consent of each Bank, Revolving Lender or (cii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan 106 ​ ​ Documents requiring pro rata treatment of the Lenders in a manner that adversely affects the L/C Lenders without the written consent of each L/C Lender; (E) [reserved]; (F) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or Agent; (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (eG) amend, modify or waive any provision of subsections 2.23 Section 2.6 or 2.7 without the written consent of the Swingline Lender; (H) amend, modify or waive any provision of Section 3 without the written consent of the Administrative Agent, the Issuing Lender and 2.26 each Lender; or (and related defined terms)I) (i) amend or modify the application of payments set forth in Section 8.3 in a manner that adversely affects Revolving Lenders without the written consent of each affected Revolving Lender, (ii) amend or modify the application of payments set forth in Section 8.3 in a manner that adversely affects L/C Lenders without the written consent of the L/C Lenders, or any other provision which (iii) amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the rights Issuing Lender, any Cash Management Bank or duties of an Issuing Bank under this Agreementany Qualified Counterparty, as applicable, without the written consent of each the Issuing BankLender, such Cash Management Bank or (f) so long any such Qualified Counterparty, as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) to establish, in conjunction with the Borrowers, an alternate rate of interestapplicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks Lenders and shall be binding upon the BorrowersLoan Parties, the Banks Lenders, the Administrative Agent, the Issuing Lender, each Cash Management Bank, each Qualified Counterparty, and all future holders of the AgentsLoans. In the case of any waiver, the BorrowersLoan Parties, the Banks Lenders and the Agents Administrative Agent shall be restored to their former position and rights hereunderhereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuingduring the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Anything contained Notwithstanding the foregoing, the Issuing Lender may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender and the Issuing Lender, Administrative Agent and the Borrower may make customary technical amendments if any Letter of Credit shall be issued hereunder in the foregoing a currency other than U.S. Dollars. Notwithstanding anything to the contrary notwithstandingherein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the relevant Borrower and consent of all Lenders or each affected Lender may be effected with the relevant Bank with respect to a Negotiated Rate Loan mayconsent of the applicable Lenders other than Defaulting Lenders), from time to time, enter into amendments, supplements except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or modifications for extended without the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights consent of such Bank Lender and such Borrower thereunder and such Bank may waive (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the requirements consent of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment PeriodDefaulting Lender.