Common use of Unanimity Clause in Contracts

Unanimity. Any amendment, extension or waiver of, or consent to, the terms of this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require the consent, approval or agreement of all Lenders.

Unanimity. Any amendment, extension or waiver of, or consent to, Notwithstanding anything herein to the terms contrary and without limiting in any way the context of any provision in this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require requiring the consent, approval or agreement action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility: (i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (ii) any increase of the Aggregate Commitment Amount, the Tranche 1 Commitment Amount or the Tranche 2 Commitment Amount (except as permitted by Section 3.2); (iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (iv) subject to Article 17, the requirement for delivery of, or any waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 15.1; (v) any change in the nature of Advances under the Credit Facility or any change to the covenants referred to in Sections 3.9, 4.2, 14.3(h) and 18.4; (vi) any amendment to Section 2.1, 18.4 or 20.1 or this Section 21.16(a); and (vii) any change to the definition of “Majority Lenders”; provided that any change to Section 3.10 or 18.3 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of the LC Issuer and the Agent and any change to this Article 21 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender.

Unanimity. Any amendment, extension or waiver of, or consent to, Notwithstanding anything herein to the terms contrary and without limiting in any way the context of any provision in this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require requiring the consent, approval or agreement action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility: (i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (ii) any increase of the Commitment Amount (except as permitted by Section 3.2); (iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (iv) subject to Article 17, the requirement for delivery of, or any material waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 15.1; (v) any change in the nature of Advances under the Credit Facility; (vi) any change to the provisions referred to in Sections 3.8 and 14.3(h); (vii) any decrease in the Applicable Margins set forth in Section 4.2; (viii) any amendment to Section 2.1, 18.4 or 20.1 or this Section 21.16(a); and (ix) any change to the definition of "Majority Lenders"; provided that any change to Section 3.9 or 18.3 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of each LC Issuer and the Agent and any change to this Article 21 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender.

Unanimity. Any amendment, extension or waiver of, or consent to, Notwithstanding anything herein to the terms contrary and without limiting in any way the context of any provision in this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require requiring the consent, approval or agreement action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility: (i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (ii) any increase of the Commitment Amount (except as permitted by Section 3.2); (iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; ​ (iv) subject to Article 17, the requirement for delivery of, or any material waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 15.1; (v) any change in the nature of Advances under the Credit Facility; (vi) any change to the provisions referred to in Sections 3.8 and 14.3(h); (vii) any decrease in the Applicable Margins set forth in Section 4.2; (viii) any amendment to Section 2.1, 18.5 or 20.1 or this Section 21.16(a); (ix) any change to the definition of "Majority Lenders"; and (x) amounts under the column titled "Adjustments in Applicable Margin" in the definition of "Applicable Sustainability Adjustment" (other than amendments or waivers which will increase the Applicable Margin); provided that any change to Section 3.9 or 18.4 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of each LC Issuer and the Agent and any change to this Article 21 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender. For greater certainty, the Borrower and the Sustainability Structuring Agent (with the consent of the Majority Lenders) may agree on any alternative SPT Metric in accordance with Section 3.10 and on any other amendment to the definition of "Applicable Sustainability Adjustment" (but not to the amounts under the column titled "Adjustments in Applicable Margin"), "SPT Metrics" or any definitions or provisions directly or indirectly related thereto unless otherwise noted herein.

Unanimity. Any amendment, extension or waiver of, or consent to, the terms of this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s 's Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s 's Proportions or of the Lender’s 's Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ ' Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require the consent, approval or agreement of all Lenders.

Unanimity. Any amendment, extension or waiver of, or consent to, Notwithstanding anything herein to the terms contrary and without limiting in any way the context of any provision in this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require requiring the consent, approval or agreement action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility: (i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (ii) any increase of the Commitment Amount (except as permitted by Section 3.2); (iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (iv) subject to Article 17, the requirement for delivery of, or any waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 15.1; (v) any change in the nature of Advances under the Credit Facility; (vi) any change to the covenants referred to in Sections 3.9, 14.3(h) and 18.4; (vii) any decrease in the Applicable Margins set forth in Section 4.2; (viii) any amendment to Section 2.1, 18.4 or 20.1 or this Section 21.16(a); and (ix) any change to the definition of “Majority Lenders”; provided that any change to Section 3.10 or 18.3 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of each LC Issuer and the Agent and any change to this Article 21 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender.

Unanimity. Any amendment, extension or waiver of, or consent to, Notwithstanding anything herein to the terms contrary and without limiting in any way the context of any provision in this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require requiring the consent, approval or agreement action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility: (i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (ii) any increase of the Commitment Amount (except as permitted by Section 3.2); (iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility; (iv) subject to Article 17, the requirement for delivery of, or any waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 15.1; (v) any change in the nature of Advances under the Credit Facility; (vi) any change to the covenants referred to in Sections 3.9, 14.3(h) and 18.4; (vii) any decrease in the Applicable Margins set forth in Section 4.2; (viii) any amendment to Section 2.1, 17.2, 18.4 or 20.1 or this Section 21.16(a); and (ix) any change to the definition of "Majority Lenders"; provided that any change to Section 3.10 or 18.3 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of each LC Issuer and the Agent and any change to this Article 21 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender.

Unanimity. Any amendmentNotwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, extension approval, action or waiver of, or consent toagreement of all Lenders, the terms of this Agreement which changes or relates to: (a) the amount of the Facility or any Lender’s Proportion thereof (except for the permanent reductions and assignments expressly contemplated hereby); (b) the rate or dates or order of payment of interest, reductions in the Applicable Margins or any BA Stamping Fees, LCG Fees, 364 Day Commitment Fees or other fees payable hereunder; (c) subject to Section 2.5, the definition of the 364 Day Tranche Repayment Date; (d) the definition of Term Tranche Repayment Date; (e) any adjustment of the Lender’s Proportions or of the Lender’s Proportions; (f) any alteration of the amount, currency or mode of calculation or computation of any principal, interest or other amounts owing hereunder; (g) the definition of Majority Lenders; (h) the types of drawings available under the Facility; (i) any amendment to any provision of this Agreement that requires unanimous consent of the Lenders; (j) any release of, or materially adverse change to, any Security Agreement unless permitted under the terms hereof or thereof, provided that if the Lenders’ Counsel provides an opinion to the effect that a change to any such Security Agreement is not materially adverse, such determination following matters will be binding on the Lenders; (k) the assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; and (l) this Part 16 or any amendment hereof; shall require the consent, approval action or agreement agreement, as the context requires, of all Lenders: (i) the reduction or forgiveness of any Obligations payable by any Loan Party under the Credit Facilities or under any of the Documents; (ii) the postponement of any maturity date of any Obligations of any Loan Party to the Lenders or under any of the Documents, other than as provided for in this Agreement; (iii) the release or discharge of the Security, or any part thereof, unless otherwise expressly permitted or provided in this Agreement, or any change in the ranking or priority of the Security; (iv) any change in the nature of Advances; (v) any amendment to or waiver of Sections 1.18, 3.1, 3.2, 3.4, 3.6, 3.7, 3.10, 3.11, 4.2, 4.8, 5.7, 6.1, 6.2, 11.4, 12.2, 14.1(a), 14.1(w), 14.3(b), 14.3(g), 14.3(h), 15.1(r), 15.3, 15.6, 15.7, 15.8, 15.9 or to this Section 18.16(a); (vi) any decrease in the applicable margins set out in Section 3.8; (vii) any increase in the Syndicated Facility Commitment Amount or the Operating Facility Commitment Amount or any amendment to the definition of "Commitment Amount"; and (viii) any change to the definition of "Majority Lenders" or "SOFR Period", provided that (A) any change to Article 10 will require the consent of the Operating Facility Lender and the Agent, (B) any change to Article 19 will require the consent of the Agent, (C) any change to the Individual Syndicated Facility Commitment Amount or the Operating Facility Commitment Amount can only be made with the consent of the applicable Lender; (D) any change which only affects one of the Syndicated Facility Lenders, the Operating Facility Lender or the Agent, respectively, shall only require the consent of the affected Persons; and (E) the Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Documents or to enter into additional Documents as the Agent deems appropriate in order to implement any Benchmark Replacement, any Canadian Benchmark Replacement, any Benchmark Replacement Conforming Changes, or any Canadian Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Sections 8.3(c) or 9.7(c) in accordance with the terms thereof.