Common use of Unanimity Clause in Contracts

Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or 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. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval approval, action or action agreement of all Lenders under the Credit FacilityLenders, the following matters will require the approvalconsent, consent approval action or agreement, as the context requires, of all Lenders under the Credit FacilityLenders: (i) the reduction or forgiveness of any Indebtedness Obligations payable by the Borrower to the Lenders any Loan Party under the Credit Facility Facilities or under any of the Documents pertaining to the Credit FacilityDocuments; (ii) any increase of the Commitment Amount (except as permitted by Section 3.2); (iii) the postponement of any maturity date of any Indebtedness Obligations of the Borrower any Loan Party to the Lenders under the Credit Facility or under any of the Documents pertaining to Documents, other than as provided for in this Agreement; (iii) the Credit Facilityrelease 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) 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 FacilityAdvances; (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 change to decrease in the provisions referred to applicable margins set out in Sections 3.8 and 14.3(h)Section 3.8; (vii) any decrease increase in the Applicable Margins set forth in Section 4.2; (viii) Syndicated Facility Commitment Amount or the Operating Facility Commitment Amount or any amendment to Section 2.1, 18.4 or 20.1 or this Section 21.16(a)the definition of "Commitment Amount"; and (ixviii) any change to the definition of "Majority Lenders" or "; SOFR Period", provided that (A) any change to Section 3.9 or 18.3 Article 10 will also require the consent of the Swing Line Operating Facility Lender and the Agent, (B) any change to Article 11 will require the consent of each LC Issuer and the Agent and any change to this Article 21 19 will require the consent of the Agent. In addition, (C) any change to the Individual Syndicated Facility Commitment Amount of a Lender or the Operating Facility Commitment Amount can only be made with the consent of such 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.

Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or 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 18.5 or 20.1 or this Section 21.16(a); and; (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 18.3 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. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or 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)Amount; (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 1715, 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 15.113.1; (v) any change in the nature of Advances under the Credit Facility; (vi) any change to the provisions referred to in Sections 3.8 3.9 and 14.3(h12.3(h); (vii) any decrease in the Applicable Margins applicable margins set forth in Section 4.2; (viii) any amendment to Section 2.1, 18.4 3.2, 16.3 or 20.1 18.1 or this Section 21.16(a19.16(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 19 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. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or 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 covenants referred to in Sections 3.8 3.9, 14.3(h) and 14.3(h)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 3.9 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. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or 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 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 FacilityFacility or any change to the covenants referred to in Sections 3.9, 4.2, 14.3(h) and 18.4; (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 (ixvii) any change to the definition of "“Majority Lenders"”; provided that any change to Section 3.9 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 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. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or 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 covenants referred to in Sections 3.8 3.9, 14.3(h) and 14.3(h)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 3.9 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.