Common use of Incremental Revolving Facility Clause in Contracts

Incremental Revolving Facility. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”) or an increase therein in an aggregate amount (after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default shall have occurred and be continuing and (iv) the interest rates and amortization schedule applicable to the Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Facility or the increase therein, as the case may be, and the Lenders or other Persons willing to participate therein. The Incremental Revolving Facility or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term Loans to such Lender or Additional Lender.

Incremental Revolving Facility. (a) The Borrower may Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrowers shall have the right at any time or and from time to time after time, prior to the Closing Revolver Maturity Date, by notice to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Administrative Agent Revolving Committed Amount (whereupon each an “Incremental Revolving Facility” and collectively the “Incremental Revolving Facilities”). The following terms and conditions shall apply to each Incremental Revolving Facility: (i) the loans made under each Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) each Incremental Revolving Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (iii) each Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans, voting as one class, and shall be entitled to receive a pro rata share of proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) each Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) the proceeds of the Additional Revolving Loans will be used for the purposes set forth in Section 3.11; provided that such proceeds shall not be used to repay, prepay or otherwise refinance the Secured Bridge Loan Obligations, (vi) the Borrowers shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) each such Incremental Revolving Facility shall be in a minimum amount of $25,000,000 (and $5,000,000 increments in excess thereof), (ix) the aggregate amount of all Incremental Revolving Facilities and all Incremental Term Facilities (if any) shall not exceed $250,000,000 at any time, (x) the Secured Bridge Loan shall have been repaid in full prior to the effectiveness of any such Incremental Revolving Facility and (xi) the Administrative Agent shall promptly deliver a copy have received from the Borrowers (A) resolutions, legal opinions and other corporate authority documents with respect to each of the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (B) or an increase therein officer’s certificate in an aggregate amount (form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default shall have occurred and be continuing and (iv) the interest rates and amortization schedule applicable to the exist. Participation in each Incremental Revolving Facility shall be determined offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of any Incremental Revolving Facility shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Revolving Facility, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Borrower and Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the lenders thereunderLenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of each Incremental Revolving Facility therein. Each loan (“Upon any increase of the Revolving Loan”) and other extensions of credit under the notice from the Borrower Committed Amount pursuant to this Section 2.5(a), the Borrowers shall set forth the requested amount and proposed terms use proceeds of the relevant Revolving Loans pursuant to such Incremental Revolving Facility or to prepay any Revolving Loans outstanding on the increase therein, as effective date for the case may be, and the Lenders or other Persons willing to participate therein. The Incremental Revolving Facility or (and pay any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not additional amounts required pursuant to be unreasonably withheldSection 2.17) to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term the extent necessary to keep the aggregate outstanding Revolving Loans to such Lender or Additional Lenderratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments.

Incremental Revolving Facility. Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have the right, up to three times prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Revolving Committed Amount (aeach an “Incremental Revolving Facility” and collectively the “Incremental Revolving Facilities”). The following terms and conditions shall apply to each Incremental Revolving Facility: (i) The the loans made under each Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) each Incremental Revolving Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans (provided, however, that the Borrower may at its discretion pay additional fees to the Lenders providing such Incremental Revolving Facilities), (iii) each Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans, voting as one class, and shall be entitled to receive a pro rata share of proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) each Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) the proceeds of the Additional Revolving Loans will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) each such Incremental Revolving Facility shall be in a minimum amount of $5,000,000 (and $1,000,000 increments in excess thereof), (ix) the aggregate amount of all Incremental Revolving Facilities shall not exceed $25,000,000 at any time or from time to time after the Closing Date, by notice to the Administrative Agent and (whereupon x) the Administrative Agent shall promptly deliver a copy have received from the Borrower (A) resolutions, legal opinions and other corporate authority documents with respect to each of the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”Facility requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (B) or updated financial projections and an increase therein officer’s certificate, in an aggregate amount (each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis Pro Forma Basis, the Credit Parties will be in compliance with the Term Loans, (iii) financial covenants set forth in Section 5.9 and no Default or Event of Default shall have occurred exist. The Borrower may invite other banks, financial institutions and be continuing and (iv) the interest rates and amortization schedule applicable investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of each Incremental Revolving Facility therein. In connection with the closing of any Incremental Revolving Facility, the outstanding Revolving Loans and Participation Interests shall be determined reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Borrower Revolving Lenders (which the Borrowers shall be responsible for any costs arising under Section 2.15 resulting from such reallocation and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Facility or the increase thereinrepayments; provided, as the case may be, and the Lenders or other Persons willing to participate therein. The Incremental Revolving Facility or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not will use its reasonable efforts to be unreasonably withheldminimize any such costs) of Revolving Loans as necessary such that, after giving effect to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Lender or Additional LenderIncremental Revolving Facility).

Incremental Revolving Facility. (a) The Borrower may at any time or from time to time after elect to increase the Closing Date, by notice to Commitments in a minimum amount of $25,000,000 (or such lesser amount as the Administrative Agent (whereupon difference between $125,000,000 and the Administrative Agent shall promptly deliver a copy to each amount of any previous increase of the Lenders)Commitments hereunder) so long as, request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”) or an increase therein in an aggregate amount (after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any timethereto, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit AgreementTotal Commitments do not exceed $325,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more banks, financial institutions or other entities not previously a Lender (each such bank, financial institution or other entity, an “Augmenting Lender”), to become a party hereto and provide a Commitment; provided that (i) no Lender each Augmenting Lender, shall be required subject to participate in the Incremental Revolving Facilityapproval of the Borrower and shall be reasonably acceptable to the Administrative Agent and each Issuing Lender, (ii) (x) in the Incremental Revolving Facility shall be made case of an Increasing Lender, the Borrower and documented under this Agreement such Increasing Lender execute an agreement substantially in the form of Exhibit H hereto, and (y) in the Loan Documents case of an Augmenting Lender, the Borrower and shall be guaranteed such Augmenting Lender execute an agreement substantially in the form of Exhibit I hereto and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default Lender shall have occurred any obligation to participate in any such increase of the Commitments. Increases and be continuing and (iv) the interest rates and amortization schedule applicable to the Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower new Commitments created pursuant to this Section clause shall set forth become effective on the requested amount date agreed by the Borrower, the Administrative Agent and proposed terms of the relevant Incremental Revolving Facility or the increase thereinIncreasing Lenders and/or Augmenting Lenders, as the case may be, and the Lenders Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or other Persons willing to participate therein. The Incremental Revolving Facility in the Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected waived by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that Majority Lenders and the Administrative Agent shall have consented received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (not ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(g) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and, if requested, a legal opinion of counsel to the Borrower and (iii) if Indebtedness is proposed to be unreasonably withheldincurred under the Commitments on the proposed date of the effectiveness of such increase, after giving effect to any Indebtedness incurred under the increased Commitments, on a pro forma basis, the Borrower is in compliance with Section 7.1 as of the last day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 6.1. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s or Additional Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2), (iii) the risk participations in outstanding Letters of Credit and Swingline Loans shall be automatically adjusted such that each Lender shall have a risk participation in each outstanding Letter of Credit and Swingline Loan equal to its Applicable Percentage and (iv) the Borrower shall pay all outstanding accrued interest and fees through the effective date. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if such consent would be required under Section 10.6 for an assignment the deemed payment occurs other than on the last day of Term Loans to such Lender or Additional Lenderthe related Interest Periods.

Incremental Revolving Facility. Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have the right, up to two times prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Revolving Committed Amount (aeach an “Incremental Revolving Facility” and collectively the “Incremental Revolving Facilities”). The following terms and conditions shall apply to each Incremental Revolving Facility: (i) The the loans made under each Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) each Incremental Revolving Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (iii) each Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans, voting as one class, and shall be entitled to receive a pro rata share of proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) each Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) the proceeds of the Additional Revolving Loans will be used for the purposes set forth in Section 3.11, (vi) the Borrower may shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) each such Incremental Revolving Facility shall be in a minimum amount of $25,000,000 (and $5,000,000 increments in excess thereof), (ix) the aggregate amount of all Incremental Revolving Facilities and all Incremental Term Facilities (if any) shall not exceed $50,000,000 at any time or from time to time after the Closing Date, by notice to the Administrative Agent and (whereupon x) the Administrative Agent shall promptly deliver a copy have received from the Borrower (A) resolutions, legal opinions and other corporate authority documents with respect to each of the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”Facility requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (B) or updated financial projections and an increase therein officer’s certificate, in an aggregate amount (each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis Pro Forma Basis, the Credit Parties will be in compliance with the Term Loans, (iii) financial covenants set forth in Section 5.9 and no Default or Event of Default shall have occurred and be continuing and (iv) the interest rates and amortization schedule applicable to the exist. Participation in each Incremental Revolving Facility shall be determined by offered first to each of the existing Lenders and each such Lender shall have ten (10) Business Days to respond to such offer, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of any Incremental Revolving Facility shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Revolving Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the lenders thereunderAdministrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. Each loan (“The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of each Incremental Revolving Loan”) and other extensions Facility therein. Upon any increase of credit under the notice from the Borrower Revolving Committed Amount pursuant to this Section 2.2(a), the Borrower shall set forth the requested amount and proposed terms use proceeds of the relevant Revolving Loans pursuant to such Incremental Revolving Facility or to prepay any Revolving Loans outstanding on the increase therein, as effective date for the case may be, and the Lenders or other Persons willing to participate therein. The Incremental Revolving Facility or (and pay any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not additional amounts required pursuant to be unreasonably withheldSection 2.17) to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term the extent necessary to keep the aggregate outstanding Revolving Loans to such Lender or Additional Lenderratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments.

Incremental Revolving Facility. (a) The Borrower may at any time or from time to time after elect to increase the Closing Date, by notice to Commitments in a minimum amount of $25,000,000 (or such lesser amount as the Administrative Agent (whereupon difference between $75,000,000 and the Administrative Agent shall promptly deliver a copy to each amount of any previous increase of the Lenders)Commitments hereunder) so long as, request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”) or an increase therein in an aggregate amount (after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any timethereto, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit AgreementTotal Commitments do not exceed $200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more banks, financial institutions or other entities not previously a Lender (each such bank, financial institution or other entity, an “Augmenting Lender”), to become a party hereto and provide a Commitment; provided that (i) no Lender each Augmenting Lender, shall be required subject to participate in the Incremental Revolving Facilityapproval of the Borrower and shall be reasonably acceptable to the Administrative Agent and each Issuing Lender, (ii) (x) in the Incremental Revolving Facility shall be made case of an Increasing Lender, the Borrower and documented under this Agreement such Increasing Lender execute an agreement substantially in the form of Exhibit H hereto, and (y) in the Loan Documents case of an Augmenting Lender, the Borrower and shall be guaranteed such Augmenting Lender execute an agreement substantially in the form of Exhibit I hereto and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default Lender shall have occurred any obligation to participate in any such increase of the Commitments. Increases and be continuing and (iv) the interest rates and amortization schedule applicable to the Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower new Commitments created pursuant to this Section clause shall set forth become effective on the requested amount date agreed by the Borrower, the Administrative Agent and proposed terms of the relevant Incremental Revolving Facility or the increase thereinIncreasing Lenders and/or Augmenting Lenders, as the case may be, and the Lenders Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or other Persons willing to participate therein. The Incremental Revolving Facility in the Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected waived by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that Majority Lenders and the Administrative Agent shall have consented received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (not ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(g) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and, if requested, a legal opinion of counsel to the Borrower and (iii) if Indebtedness is proposed to be unreasonably withheldincurred under the Commitments on the proposed date of the effectiveness of such increase, after giving effect to any Indebtedness incurred under the increased Commitments, on a pro forma basis, the Borrower is in compliance with Section 7.1 as of the last day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 6.1. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s or Additional Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2), (iii) the risk participations in outstanding Letters of Credit and Swingline Loans shall be automatically adjusted such that each Lender shall have a risk participation in each outstanding Letter of Credit and Swingline Loan equal to its Applicable Percentage and (iv) the Borrower shall pay all outstanding accrued interest and fees through the effective date. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if such consent would be required under Section 10.6 for an assignment the deemed payment occurs other than on the last day of Term Loans to such Lender or Additional Lenderthe related Interest Periods.

Incremental Revolving Facility. (a) The Borrower may at any time or from time to time after the Closing Date, by notice Notwithstanding anything to the Administrative Agent (whereupon contrary contained in this Agreement, Borrower shall have the Administrative Agent shall promptly deliver a copy option to each request during the term of this Agreement to effect one or more or increases in the aggregate amount of the Lenders)Revolving Commitments (each such increase, request the incorporation in this Agreement of a revolving facility (the an “Incremental Revolving Facility”) or an increase therein by up to $20,000,000 in an aggregate the aggregate, from $120,000,000 to a maximum amount of $140,000,000. An Incremental Revolving Facility shall be available only if (i) immediately prior to and after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (ii) as of the last day of the most recent month for which financial statements have been delivered, Parent shall, on a consolidated basis, be in compliance on a pro forma basis with (A) an Incremental Revolving Facility Leverage Ratio of not greater than 3.00:1.00 and (B) a Leverage Ratio of not greater than 2.75:1.00, (iii) the chief financial officer of Parent shall have delivered a certificate to the effect set forth in clauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with clause (ii) above, (iv) no existing Lender shall be required to increase its respective Revolver Commitment; provided, however, that the interest rates existing Lenders shall first be afforded the opportunity to provide their Pro Rata Share of such Incremental Revolving Facility and amortization schedule applicable to the extent that any Additional Lenders (as defined below) provides any portion of such Incremental Revolving Facility, such Additional Lenders shall be mutually acceptable to Agent and Borrower (such acceptance not to be unreasonably withheld or delayed), (v) the maturity date of such Incremental Revolving Facility shall be determined by no earlier than the Borrower Maturity Date, (vi) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lenders thereunder. Each loan (“Revolving Loan”lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to Agent or its affiliates) and other extensions of credit under the notice from the Borrower pursuant applicable to this Section shall set forth the requested amount and proposed terms of the relevant such Incremental Revolving Facility will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the Revolving Credit Facility or any prior Incremental Revolving Facility, unless the increase thereininterest rate margin with respect to the Revolver and each prior Incremental Revolving Facility, as the case may be, and is increased by an amount equal to the Lenders or other Persons willing difference between the all-in yield with respect to participate therein. The the Incremental Revolving Facility and the all-in yield on the Revolving Credit Facility or any prior Incremental Revolving Facility, as the case may be, minus, 0.50%, (vii) such increase Incremental Revolving Facility shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility (except to the extent permitted by clauses (v) and (vi) above, as such terms shall be reasonably satisfactory to Agent). Each Incremental Revolving Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided, however, that such amount may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s participation less than $10,000,000 if such consent would amount represents all the remaining availability under the aggregate principal amount of Incremental Revolving Facilities set forth above. Notwithstanding anything to the contrary set forth in this Section 2.2, there shall be required under Section 10.6 for an assignment of Term Loans to such Lender or Additional Lenderno more than two Incremental Revolving Facilities.

Incremental Revolving Facility. (a) The Subject to the terms and conditions set forth herein, the Borrower may shall have the right, at any time or and from time to time after (but not to exceed three (3) increases in the Closing aggregate) prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Aggregate Revolving Committed Amount (each an “Incremental Facility”) by notice an aggregate amount of up to $100,000,000. The following terms and conditions shall apply to each Incremental Facility: (i) the loans made under any such Incremental Facility shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Facility shall have the same terms and conditions as the existing Revolving Loans (including, without limitation, the same maturity date), (iii) any such Incremental Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of repayments on the same basis as the existing Revolving Loans, (iv) any such Incremental Facility shall be obtained from existing Lenders or from other banks or financial institutions, (v) any such Incremental Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof, (vi) the proceeds of any Incremental Facility will be used for the purposes set forth in Section 5.12, (vii) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Committed Amount is increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received (A) an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, as to corporate authority, execution, delivery and enforceability, (whereupon B) any authorizing corporate documents as the Administrative Agent may reasonably request and (C) a duly executed Notice of Borrowing, if applicable, and (x) the Administrative Agent shall promptly deliver have received from the Borrower an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility on a copy Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 6.7. The Borrower may invite other banks and financial institutions reasonably acceptable to each the Administrative Agent to join this Credit Agreement as Lenders hereunder for any portion of such Incremental Facility, provided that such other banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders), request any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the incorporation in this Agreement terms of a revolving facility any new Incremental Facility therein and, notwithstanding Section 11.1, the consent of no other Lender shall be required except any Lender providing any portion of the Incremental Facility. In connection with the closing of any Incremental Facility, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the “Lenders (which the Borrower shall be responsible for any costs arising under Section 3.12 resulting from such reallocation and repayments) of Revolving Loans as necessary such that, after giving effect to such Incremental Facility, each Lender will hold Revolving Facility”) or an increase therein in an aggregate amount Loans and Participation Interests based on its Commitment Percentage (after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit AgreementIncremental Facility); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default shall have occurred and be continuing and (iv) the interest rates and amortization schedule applicable to the Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Facility or the increase therein, as the case may be, and the Lenders or other Persons willing to participate therein. The Incremental Revolving Facility or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term Loans to such Lender or Additional Lender.

Incremental Revolving Facility. (a) The Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrower may shall have the right, at any time or and from time to time after prior to the Closing Maturity Date, by notice to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Administrative Agent Revolving Committed Amount (whereupon each an “Incremental Revolving Facility” and collectively the “Incremental Revolving Facilities”). The following terms and conditions shall apply to each Incremental Revolving Facility: (i) the loans made under each Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) each Incremental Revolving Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (iii) each Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans, voting as one class, and shall be entitled to receive a pro rata share of proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) each Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) the proceeds of the Additional Revolving Loans will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) each such Incremental Revolving Facility shall be in a minimum amount of $5,000,000 (and $1,000,000 increments in excess thereof), (ix) the aggregate amount of all Incremental Revolving Facilities shall not exceed $50,000,000 at any time and (x) the Administrative Agent shall promptly deliver a copy have received from the Borrower (A) resolutions, legal opinions and other corporate authority documents with respect to each of the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (B) or updated financial projections and an increase therein officer’s certificate, in an aggregate amount (each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured any borrowings thereunder on a pari passu basis Pro Forma Basis, the Credit Parties will be in compliance with the Term Loans, (iii) financial covenants set forth in Section 5.9 and no Default or Event of Default shall have occurred and be continuing and (iv) the interest rates and amortization schedule applicable to the exist. Participation in each Incremental Revolving Facility shall be determined offered by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower pursuant Administrative Agent first to this Section shall set forth the requested amount and proposed terms each of the relevant existing Lenders, and each such Lender shall have ten (10) Business Days to respond to the Administrative Agent to such offer, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of any Incremental Revolving Facility or shall exceed the increase therein, as commitments which the case may be, and the existing Lenders or other Persons are willing to participate therein. The provide with respect to such Incremental Revolving Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility or any such increase may be made not taken by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”)Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of each Incremental Revolving Facility therein. In connection with the closing of any Incremental Revolving Facility, the outstanding Revolving Loans and Participation Interests shall have consented be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrowers shall be unreasonably withheldresponsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Revolving Loans as necessary such that, after giving effect to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Commitment Percentage (after giving effect to such Lender or Additional LenderIncremental Revolving Facility).

Incremental Revolving Facility. (a) The Borrower may Subject to the terms and conditions set forth herein, the Borrowers shall have the right, at any time or and from time to time after (but not to exceed three (3) increases in the Closing Date, by notice aggregate) prior to the Administrative Agent (whereupon Maturity Date for the Administrative Agent shall promptly deliver a copy Revolving Loans to each of the Lenders), request the incorporation in incur additional Indebtedness under this Agreement in the form of a revolving facility an increase to the Revolving Committed Amount (the each an “Incremental Revolving Facility”) or an increase therein in by an aggregate amount of up to TEN MILLION DOLLARS ($10,000,000). The following terms and conditions shall apply to each Incremental Revolving Facility: (i) the loans made under any such Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Revolving Facility shall have the same maturity date as the existing Revolving Loans, (iii) any such Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) any such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Revolving Facility shall be in a minimum principal amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof, (vi) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (vii) the Borrowers shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Committed Amount is increased, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) upon the occurrence of any Incremental Revolving Facility, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrowers shall be responsible for any costs arising under Section 2.17 resulting from such reallocation and repayments) of Revolving Loans as necessary such that, after giving effect to such Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default shall have occurred and be continuing and (ivxi) the interest rates and amortization schedule applicable to the Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Facility or the increase therein, as the case may be, and the Lenders or other Persons willing to participate therein. The Incremental Revolving Facility or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not received from the Company updated financial projections and a certificate of a Responsible Officer, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Revolving Facility on a Pro Forma Basis, the Borrower will be unreasonably withheld) in compliance with the financial covenants set forth in Section 5.9. Each existing Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. The Borrowers may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for a portion of such Lender’s Incremental Revolving Facility, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or Additional Lender’s participation if such consent would any other Credit Document as may be required under Section 10.6 for an assignment necessary to incorporate the terms of Term Loans to such Lender or Additional Lenderany new Incremental Revolving Facility therein.

Incremental Revolving Facility. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”) or an increase therein in an aggregate amount (after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement)100,000,000; provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii) no Default or Event of Default shall have occurred and be continuing and (iv) the interest rates and amortization schedule applicable to the Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Facility or the increase therein, as the case may be, and the Lenders or other Persons willing to participate therein. The Incremental Revolving Facility or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term Loans to such Lender or Additional Lender.

Incremental Revolving Facility. (a) The Borrower may at any time or from time to time after the Closing Date, by written notice to the Administrative Agent elect to request, at any time (whereupon i) following the Administrative Agent shall promptly deliver a copy earlier of (A) the date the Delayed Draw Term Loan Commitments are permanently reduced to each of zero pursuant to Section 2.26 and (B) the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”) or an increase therein in an aggregate amount second Delayed Draw Term Loan Credit Date (after giving effect to such incorporation or funding), and (ii) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase) of up to $100,000,000 (less, at any time, the “New Revolving Loan Commitments”) by an amount not in excess of $20,000,000 in the aggregate principal and not less than $2,500,000 individually (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $20,000,000 and all such New Revolving Loan Commitments obtained prior to such date), and integral multiples of $500,000 in excess of that amount, which shall be applied by Borrower for working capital and general corporate purposes of Borrower and its Subsidiaries. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Borrower proposes any portion of such New Revolving Loan Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Revolving Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the term loans outstanding under the AAA Holdings Credit Agreement)New Revolving Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment. Such New Revolving Loan Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments; (2) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter for which financial statements have occurred been provided pursuant to Section 5.01 after giving effect to such New Revolving Loan Commitments (assuming that the corresponding Revolving Loans are borrowed in the amount requested on the Increased Amount Date); (3) the New Revolving Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender and Administrative Agent, and each of which shall be continuing recorded in the Register and each New Revolving Loan Lender shall be subject to the requirements set forth in Section 2.36(e); (4) Borrower shall make any payments required pursuant to Section 2.33(c) in connection with the New Revolving Loan Commitments; and (iv5) the interest rates and amortization schedule applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the Incremental satisfaction of the foregoing terms and conditions, (a) each of the Revolving Facility Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be determined necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the Borrower addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and the lenders thereunder. Each loan each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and other extensions of credit under (c) each New Revolving Loan Lender shall become a Lender with respect to the notice from the Borrower pursuant to this Section shall set forth the requested amount New Revolving Loan Commitment and proposed terms of the relevant Incremental Revolving Facility or the increase therein, as the case may be, and the Lenders or other Persons willing to participate thereinall matters relating thereto. The Incremental Revolving Facility or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (not y) the New Revolving Loan Commitments and the New Revolving Loan Lenders and (z) in the case of each notice to be unreasonably withheld) to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or Additional Lender’s participation if such consent would be required under appropriate, in the opinion of Administrative Agent to effect the provision of this Section 10.6 for an assignment of Term Loans to such Lender or Additional Lender2.39.

Incremental Revolving Facility. (a) The Lead Borrower may at any time or from time to time after the Closing Date, by written notice to the Administrative Agent elect to request, at any time prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (whereupon any such increase, the “New Revolving Loan Commitments”) by an amount not in excess of $200,000,000 in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such New Revolving Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount, which shall be applied by the Lead Borrower for working capital and general corporate purposes of the Lead Borrower and its Subsidiaries, including Permitted Acquisitions. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Lead Borrower proposes that the New Revolving Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent shall promptly deliver and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a copy “New Revolving Loan Lender”) to each whom the Lead Borrower proposes any portion of such New Revolving Loan Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Revolving Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Lenders)New Revolving Loan Commitments may elect or decline, request in its sole discretion, to provide a New Revolving Loan Commitment. In the incorporation event that the Administrative Agent declines to assist the Lead Borrower in this Agreement of a revolving facility (arranging the “Incremental New Revolving Facility”) or an increase therein in an aggregate amount (after giving effect Loan Commitments, the Administrative Agent hereby agrees to such incorporation or increase) of up to $100,000,000 (lessresign, at any time, the aggregate principal amount request of the term loans outstanding under the AAA Holdings Credit Agreement)Borrower, in accordance with Section 9.06. Such New Revolving Loan Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured on a pari passu basis with the Term Loans, (iii1) no Default or Event of Default shall have occurred and be continuing exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments; (2) Borrower shall make any payments required pursuant to Section 2.33(c) in connection with the New Revolving Loan Commitments; and (iv3) the interest rates and amortization schedule applicable Lead Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the Incremental satisfaction of the foregoing terms and conditions, (a) each of the Revolving Facility Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be determined necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the Borrower addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and the lenders thereunder. Each loan each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and other extensions of credit under (c) each New Revolving Loan Lender shall become a Lender with respect to the notice from the Borrower pursuant to this Section shall set forth the requested amount New Revolving Loan Commitment and proposed terms of the relevant Incremental Revolving Facility or the increase therein, as the case may be, and the Lenders or other Persons willing to participate thereinall matters relating thereto. The Incremental Revolving Facility or any such increase may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented notify Lenders promptly upon receipt of the Lead Borrower’s notice of each Increased Amount Date and in respect thereof (not y) the New Revolving Loan Commitments and the New Revolving Loan Lenders and (z) in the case of each notice to be unreasonably withheld) to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or Additional Lender’s participation if such consent would be required under appropriate, in the opinion of Administrative Agent to effect the provision of this Section 10.6 for an assignment of Term Loans to such Lender or Additional Lender2.39.

Incremental Revolving Facility. (a) The Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrower may shall have the right, at any time or and from time to time after prior to the Closing Maturity Date, by notice to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Administrative Agent Revolving Committed Amount (whereupon each an “Incremental Revolving Facility” and collectively the “Incremental Revolving Facilities”). The following terms and conditions shall apply to each Incremental Revolving Facility: (i) the loans made under each Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) each Incremental Revolving Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (iii) each Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans, voting as one class, and shall be entitled to receive a pro rata share of proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) each Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) the proceeds of the Additional Revolving Loans will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is increased, (vii) on the effective date of each such increase, the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) each such Incremental Revolving Facility shall be in a minimum amount of $5,000,000 (and $1,000,000 increments in excess thereof), (ix) the aggregate amount of all Incremental Revolving Facilities shall not exceed $70,000,000 at any time and (x) the Administrative Agent shall promptly deliver a copy have received from the Borrower (A) resolutions, legal opinions and other corporate authority documents with respect to each of the Lenders), request the incorporation in this Agreement of a revolving facility (the “Incremental Revolving Facility”Facility reasonably requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (B) or updated financial projections and an increase therein officer’s certificate, in an aggregate amount (each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to such incorporation or increase) of up to $100,000,000 (less, at any time, the aggregate principal amount of the term loans outstanding under the AAA Holdings Credit Agreement); provided that (i) no Lender shall be required to participate in the Incremental Revolving Facility, (ii) the Incremental Revolving Facility shall be made and documented under this Agreement and the Loan Documents and shall be guaranteed and secured any borrowings thereunder on a pari passu basis Pro Forma Basis, the Credit Parties will be in compliance with the Term Loans, (iii) financial covenants set forth in Section 5.9 and no Default or Event of Default shall have occurred and be continuing and (iv) the interest rates and amortization schedule applicable to the exist. Participation in each Incremental Revolving Facility shall be determined offered by the Borrower and the lenders thereunder. Each loan (“Revolving Loan”) and other extensions of credit under the notice from the Borrower pursuant Administrative Agent first to this Section shall set forth the requested amount and proposed terms each of the relevant existing Lenders, and each such Lender shall have ten (10) Business Days to respond to the Administrative Agent to such offer, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of any Incremental Revolving Facility or shall exceed the increase therein, as commitments which the case may be, and the existing Lenders or other Persons are willing to participate therein. The provide with respect to such Incremental Revolving Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility or any such increase may be made not taken by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”)Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to solely incorporate the terms of each Incremental Revolving Facility therein. In connection with the closing of any Incremental Revolving Facility, the outstanding Revolving Loans and Participation Interests shall have consented be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrowers shall be unreasonably withheldresponsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Revolving Loans as necessary such that, after giving effect to such Lender’s or Additional Lender’s participation if such consent would be required under Section 10.6 for an assignment of Term Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Commitment Percentage (after giving effect to such Lender or Additional LenderIncremental Revolving Facility).