Common use of Incremental Amendments Clause in Contracts

Incremental Amendments. The Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, shall become Commitments (or, in the case of an increase in the commitment of an existing Senior Lender, an increase in such Senior Lender’s applicable Commitment) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Senior Facility Agent and each Incremental Lender (with the consent of no other Senior Lender or Senior Secured Party being required) which provides solely for (i) the increase in the applicable Commitments, (ii) amendments required to reflect the relative unfunded Commitments of the Incremental Lenders and (iii) the joinder of each Incremental Lender that is not already an existing Senior Lender to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to (A) the satisfaction of the condition set forth in Section 7.01(m) (No Material Adverse Effect), (B) the condition that no Default or Event of Default shall exist on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, and (C) the condition that each Incremental Lender that is not already a Senior Lender shall be entitled to receipt of any required reliance letters in respect of the legal opinions provided to the Senior Facility Agent pursuant to Section 7.01(f) (Opinions from Counsel), (D) the condition that the Senior Facility Agent has received an updated Base Case Forecast in form and substance reasonably satisfactory to the Senior Facility Agent and (E) such other conditions to which the Borrower and the Incremental Lenders agree.

Incremental Amendments. The Train 5 Each notice from the Parent pursuant to Section 2.16(a) or (c) shall set forth the requested amount and proposed terms of the relevant Incremental Commitments and Incremental Loans. Incremental Commitments and Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Commitment Increase or Train 6 Commitment Increase, as applicable, shall become Commitments (orIncremental Loan) or by any Additional Lender that is an Eligible Transferee reasonably acceptable to the Agent and, in the case of an increase in the commitment of an existing Senior Lenderany Upsize Incremental Commitments, an increase in each Issuing Bank (each such Senior Lender’s applicable Commitment) consent not to be unreasonably withheld, delayed or conditioned). Incremental Commitments shall become effective under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Lender agreeing to provide such Incremental Commitment, if any, each Additional Lender, if any, the Senior Facility Agent and each and, if applicable, the Issuing Bank. The Incremental Lender (with Amendment may, without the consent of no any other Senior Lender Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or Senior Secured Party being required) which provides solely for (i) the increase appropriate, in the applicable Commitments, (ii) amendments required to reflect the relative unfunded Commitments reasonable opinion of the Incremental Lenders Agent and (iii) the joinder Parent, to effect the provisions of each Incremental Lender that is not already an existing Senior Lender to this AgreementSection 2.16. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject solely to (A) the satisfaction on the date thereof of each of the condition conditions set forth in Section 7.01(m) (No Material Adverse Effect), (B) 3.3. The Borrowers shall use the condition that no Default or Event of Default shall exist on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, and (C) the condition that each Incremental Lender that is not already a Senior Lender shall be entitled to receipt of any required reliance letters in respect proceeds of the legal opinions provided Incremental Loans for any purpose not prohibited by this Agreement. This Section 2.16 shall supersede any provisions in Section 14.1 to the Senior Facility Agent pursuant to Section 7.01(f) (Opinions from Counsel), (D) the condition that the Senior Facility Agent has received an updated Base Case Forecast in form and substance reasonably satisfactory to the Senior Facility Agent and (E) such other conditions to which the Borrower and the Incremental Lenders agreecontrary.

Incremental Amendments. The Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, shall (i) Incremental Term Commitments and Incremental Revolving Commitments may become Commitments (or, in the case of an increase in the commitment of an existing Senior Lender, an increase in such Senior Lender’s applicable Commitment) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement and, as appropriate, amendments to the other Loan Documents, executed by the Borrower, the Senior Facility Agent and each Incremental Lender (with providing such Commitments and the Administrative Agent, as applicable. The Incremental Amendment may, without the consent of no any other Senior Lender Loan Party, Agent or Senior Secured Party being required) which provides solely for (i) Lender, effect such amendments to this Agreement and the increase other Loan Documents as may be necessary or appropriate, in the applicable Commitmentsreasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitments unless it so agrees. (ii) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments required to reflect the relative unfunded Commitments of the Incremental Lenders and (iii) the joinder of each Incremental Lender that is not already an existing Senior Lender to this Agreement. The effectiveness of any Incremental Amendment shall Agreement and the other Loan Documents with the Loan Parties as may be subject solely necessary in order to (A) the satisfaction of the condition set forth in Section 7.01(m) (No Material Adverse Effect), (B) the condition that no Default establish new tranches or Event of Default shall exist on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, and (C) the condition that each Incremental Lender that is not already a Senior Lender shall be entitled to receipt of any required reliance letters sub-tranches in respect of Loans or commitments made or established pursuant to this Section 2.14 and such technical amendments as may be necessary or appropriate in the legal opinions provided reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.14, including any amendments that are not adverse to the Senior Facility Agent pursuant interests of any Lender that are made to Section 7.01(f) (Opinions from Counsel)effectuate changes necessary to enable any Incremental Term Loans to be fungible for United States federal income tax purposes with the another Class of Term Loans, (D) which shall include any amendments that do not reduce the condition that the Senior Facility Agent has ratable amortization received an updated Base Case Forecast in form and substance reasonably satisfactory to the Senior Facility Agent and (E) such other conditions to which the Borrower and the Incremental Lenders agreeby each Lender thereunder.

Incremental Amendments. The Train 5 Each Commitment Increase or Train 6 Commitment Increase, as applicable, shall become Working Capital Debt Commitments and Non-Fronting Limits (or, in the case of an increase in the commitment of an existing Senior Working Capital Lender, an increase in such Senior Working Capital Lender’s applicable CommitmentWorking Capital Debt Commitment and Non-Fronting Limit) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Senior Working Capital Facility Agent and each Incremental Lender (with the consent of no other Senior Working Capital Lender or Senior Secured Party being required) which provides solely for (i) the increase in the applicable CommitmentsWorking Capital Debt Commitments and Non-Fronting Limits, (ii) amendments required to reflect the relative unfunded Working Capital Debt Commitments of the Incremental Lenders and (iii) the joinder of each Incremental Lender that is not already an existing Senior Working Capital Lender to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to the conditions that (A) the satisfaction no Working Capital Facility Event of the condition set forth in Section 7.01(m) (No Material Adverse Effect), (B) the condition that no Default or Unmatured Working Capital Facility Event of Default shall exist on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, and (CB) the condition that each Incremental Lender that is not already a Senior Working Capital Lender shall be entitled to receipt of any required reliance letters in respect of the legal opinions provided to the Senior Working Capital Facility Agent pursuant to Section 7.01(f7.01(e) (Opinions from Counsel), (C) since the time of the financial statements most recently provided pursuant to Section 10.1(a) (Accounting, Financial and Other Information) of the Common Terms Agreement no developments have occurred which, individually or in the aggregate have resulted in or could reasonably be expected to result in a Material Adverse Effect and (D) the condition that the Senior Facility Agent has received an updated Base Case Forecast in form and substance each Incremental Lender who is not already a Working Capital Lender is reasonably satisfactory acceptable to the Senior Working Capital Facility Agent Agent, each Issuing Bank and (E) such other conditions to which the Borrower and the Incremental Lenders agreeeach Swing Line Lender.

Incremental Amendments. The Train 5 Commitment Increase Upon the terms and subject to the conditions set forth herein and in reliance on the representations and warranties of the Loan Parties set forth herein, notwithstanding the notice provisions or Train 6 Commitment Increasethe dollar limitations set forth in Section 2.25 of the Existing Agreement (which, as applicablesolely for purposes of the Incremental Amendment set forth in this Section 2(a) and (b), shall become Commitments the Borrower and the Required Lenders hereby waive): (or, in the case of an increase in the commitment of an existing Senior Lender, an increase in such Senior Lender’s applicable Commitmenta) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Senior Facility Agent and each Incremental Lender (with Administrative Agent, the consent of no other Senior Lender or Senior Secured Party being required) which provides solely for (i) the increase in the applicable Commitments, (ii) amendments required to reflect the relative unfunded Commitments of the Incremental Required Lenders and the new Multicurrency Revolving Credit Lenders identified on the signature pages hereto (iiithe “New Multicurrency Revolving Lenders”) the joinder of each Incremental Lender that is not already an existing Senior Lender to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to (A) the as such hereby agree that, upon satisfaction of the condition conditions precedent set forth in Section 7.01(m) (No Material Adverse Effect)6 hereof, (B) each such New Multicurrency Revolving Lender will become a Multicurrency Revolving Credit Lender under the condition that no Default or Event of Default shall exist Amended Credit Agreement on the Tranche C Funding Date with Extending Multicurrency Revolving Credit Commitments in an aggregate principal amount equal to the amount set forth on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, New Multicurrency Revolving Lender’s signature page hereto (the “Third Amendment Incremental Multicurrency Revolving Credit Commitments”) and (Cb) further Revolving Credit Commitment Increases may be effected with respect to the condition that each Incremental Lender that is not already a Senior Lender shall be entitled to receipt of any required reliance letters in respect Multicurrency Revolving Credit Commitments as of the legal opinions provided Tranche C Funding Date pursuant to the Senior Facility terms of one or more Incremental Amendments agreed between the Borrower, the Administrative Agent pursuant and the Lender or Additional Lender agreeing to Section 7.01(f) provide such Commitments (Opinions from Counseltogether with the Third Amendment Incremental Multicurrency Revolving Credit Commitments, the “Tranche C Funding Date Incremental Revolving Credit Commitments”), (D) the condition ; provided that the Senior Facility Agent has received an updated Base Case Forecast in form and substance reasonably satisfactory to aggregate amount of the Senior Facility Agent and (E) such other conditions to which Multicurrency Revolving Credit Commitment as of the Borrower and the Incremental Lenders agreeTranche C Funding Date shall not exceed $435,000,000.

Incremental Amendments. The Train 5 Each Commitment Increase or Train 6 Commitment Increase, as applicable, shall become Working Capital Debt Commitments and Non-Fronting Limits (or, in the case of an increase in the commitment of an existing Senior Working Capital Lender, an increase in such Senior Working Capital Lender’s applicable CommitmentWorking Capital Debt Commitment and Non-Fronting Limit) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Senior Working Capital Facility Agent and each Incremental Lender (with the consent of no other Senior Working Capital Lender or Senior Secured Party being required) which provides solely for (i) the increase in the applicable CommitmentsWorking Capital Debt Commitments and Non-Fronting Limits, (ii) amendments required to reflect the relative unfunded Commitments of the Incremental Lenders and (iii) the joinder of each Incremental Lender that is not already an existing Senior Working Capital Lender to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to the conditions that (A) the satisfaction no Working Capital Facility Event of the condition set forth in Section 7.01(m) (No Material Adverse Effect), (B) the condition that no Default or Unmatured Working Capital Facility Event of Default shall exist on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, and (CB) the condition that each Incremental Lender that is not already a Senior Working Capital Lender shall be entitled to receipt of any required reliance letters in respect of the legal opinions provided to the Senior Working Capital Facility Agent pursuant to Section 7.01(f7.01(e) (Opinions from Counsel), (C) since the time of the financial statements most recently provided pursuant to Section 10.1(a) (Accounting, Financial and Other Information) of the Common Terms Agreement no developments have occurred which, individually or in the aggregate have resulted in or could reasonably be expected to result in a Material Adverse Effect and (D) the condition that the Senior Facility Agent has received an updated Base Case Forecast in form and substance each Incremental Lender who is not already a Working Capital Lender is reasonably satisfactory acceptable to the Senior Working Capital Facility Agent and (E) such other conditions to which the Borrower and the Incremental Lenders agreeeach Issuing Bank.

Incremental Amendments. The Train 5 Each Commitment Increase or Train 6 Commitment Increase, as applicable, shall become Working Capital Debt Commitments (or, in the case of an increase in the commitment of an existing Senior Working Capital Lender, an increase in such Senior Working Capital Lender’s applicable Working Capital Debt Commitment) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Senior Working Capital Facility Agent and each Incremental Lender (with the consent of no other Senior Working Capital Lender or Senior Secured Party being required) which provides solely for (i) the increase in the applicable Working Capital Debt Commitments, (ii) amendments required to reflect the relative unfunded Commitments of the Incremental Lenders and (iii) the joinder of each Incremental Lender that is not already an existing Senior Working Capital Lender to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to the conditions that (A) the satisfaction no Working Capital Facility Event of the condition set forth in Section 7.01(m) (No Material Adverse Effect), (B) the condition that no Default or Unmatured Working Capital Facility Event of Default shall exist on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, and (CB) the condition that each Incremental Lender that is not already a Senior Working Capital Lender shall be entitled to receipt of any required reliance letters in respect of the legal opinions provided to the Senior Working Capital Facility Agent pursuant to Section 7.01(f7.01(e) (Opinions from Counsel), (C) since the time of the financial statements most recently provided pursuant to Section 10.1(a) (Accounting, Financial and Other Information) of the Common Terms Agreement no developments have occurred which, individually or in the aggregate have resulted in or could reasonably be expected to result in a Material Adverse Effect, and (D) the condition that the Senior Facility Agent has received an updated Base Case Forecast in form and substance each Incremental Lender who is not already a Working Capital Lender is reasonably satisfactory acceptable to the Senior Working Capital Facility Agent and (E) such other conditions to which the Borrower Agent, each Issuing Bank and the Incremental Lenders agreeSwing Line Lender.

Incremental Amendments. The Train 5 Each such Incremental Term Loan Commitment Increase or Train 6 Commitment Increase, as applicable, shall become Commitments (or, in the case of an increase in the commitment of an existing Senior Lender, an increase in such Senior Lender’s applicable Commitment) under this Agreement be effected pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerCo-Borrowers, and the Senior Facility applicable Incremental Lenders and acknowledged by the Collateral Agent and each (which acknowledgement shall not be unreasonably withheld, conditioned, delayed or denied), which Incremental Lender (with Amendment may, without the consent of no any other Senior Lender Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or Senior Secured Party being requiredappropriate, in the reasonable opinion of Parent, Collateral Agent and the Incremental Lenders, to effect the provisions of this Section 2.7; provided that, to the extent that such Incremental Amendment and such Incremental Term Loan Commitments do not violate any applicable provisions in this Agreement (including the MFN Provision, to the extent applicable), notwithstanding the foregoing or the requirements set forth in Section 12.7 or elsewhere in this Agreement, (a) which provides solely for such Incremental Amendment shall only be required to consist of (i) the increase in the applicable Commitments, (ii) amendments required a joinder of and acknowledgment to reflect the relative unfunded Commitments this Agreement signed solely by each of the Incremental Lenders and the Co-Borrowers in the form attached as Exhibit E, (ii) a joinder with respect to any other applicable Loan Documents (including the Mitsui Intercreditor Agreement if applicable) signed by solely by each of the Incremental Lenders and the other parties to such Loan Documents (other than the Lenders), and (iii) a supplement to Schedule I hereof reflecting such Incremental Increases attached to such joinder and acknowledgment (the joinder of each Incremental Lender that is not already an existing Senior Lender to this Agreement. The effectiveness “Joinder Documentation”) and (b) neither the consent of any Incremental Amendment shall be subject solely to (A) other Lender nor the satisfaction consent of the condition set forth in Section 7.01(m) (No Material Adverse Effect), (B) Collateral Agent shall not be required with respect the condition that no Default or Event of Default shall exist on such date of effectiveness before or after giving effect to such Train 5 Commitment Increase or Train 6 Commitment Increase, as applicable, execution and (C) the condition that each Incremental Lender that is not already a Senior Lender shall be entitled to receipt of any required reliance letters in respect delivery of the legal opinions provided to the Senior Facility Agent pursuant to Section 7.01(f) (Opinions from Counsel), (D) the condition that the Senior Facility Agent has received an updated Base Case Forecast in form and substance reasonably satisfactory to the Senior Facility Agent and (E) such other conditions to which the Borrower and the Incremental Lenders agreeJoinder Documentation.