Credit Agreement. Counterparts of this Agreement, duly executed by each Lender and Borrower;

Credit Rating. The Borrowers at all times use commercially reasonable efforts to cause to be maintained # a corporate rating for the Borrowers from S&P, # a corporate family rating for the Borrowers from Moody’s and # a rating for each of the Facilities from each of S&P and Moody’s.

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the ​ by Agent, Agent shall not have any duty or responsibility to provide any Lender (or any Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Company Credit. For any calendar year or part thereof, an amount computed, and credited annually to a Participant's Deferred Compensation Account at an annual rate that is equal to one hundred twenty percent (120%) of the applicable federal long-term rate, with compounding (as prescribed under Section 1274(d) of the Internal Revenue Code) that was in effect for the month of December immediately preceding the calendar year.

Credit Agreement. This Agreement shall have been executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent, each LC Issuer and each of the Lenders.

Credit Agreement. The Agent shall have received this Agreement, executed and delivered by a duly authorized officer of ​, with a counterpart for each Bank.

Credit Agreement. Effective as of the Second Amendment Effective Date, and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the Existing Credit Agreement is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as attached hereto as Exhibit A, with all revisions to the Existing Credit Agreement reflected in Exhibit A in blackline format (pursuant to which all deleted text is indicated textually in the same manner as the following example: stricken text, and all added text is indicated textually in the same manner as the following example: bold and double-underlined text). The amendments to the Existing Credit Agreement are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Existing Credit Agreement are intended to be affected hereby. The parties hereto acknowledge and agree that each amendment to the Existing Credit Agreement reflected in the Credit Agreement is and shall be effective as if individually specified in this Amendment (the parties further acknowledging that amending the Existing Credit Agreement by reference to the Credit Agreement provides a convenience to the parties to permit the amended terms to be read in the context of the full Credit Agreement), and that this Amendment is not a novation of the Existing Credit Agreement, any other Credit Document or of any credit facility or guaranty provided thereunder or in respect thereof.

Maximum Amount of Certain Indemnification. Subject in all respects to [Section 10.4(b)(iii)], the Buyer shall not be obligated to indemnify any Seller Indemnified Party with respect to Losses pursuant to [Section 10.2(a)] in excess, in the aggregate, Nine Million Dollars ($9,000,000).

Maximum Amount of Salary Deferrals. Effective starting with the 2014 Plan Year, an Eligible Employee may elect to make Salary Deferrals in an amount up to 10% (in whole multiples of 1%) of the Eligible Employee’s Salary in effect as of the November 1 immediately preceding the Plan Year (or such other date prescribed by the Company from time to time).

Borrower Agent may, at any time, deliver a written request to Agent to increase the Maximum Revolver Amount. Any such written request shall specify the amount of the increase in the Maximum Revolver Amount that Borrowers are requesting, provided, that, # in no event shall the aggregate amount of any such increase cause the Maximum Revolver Amount to exceed $200,000,000, # such request shall be for an increase of not less than $5,000,000, # any such request shall be irrevocable, # in no event shall there be more than one such increase in any calendar quarter, # in no event shall there be more than three such increases during the term of this Agreement, # no Default or Event of Default shall exist or have occurred and be continuing and # in no event shall there be any such increase after the date on which the Commitments have been reduced pursuant to Section 2.4(c) of this Agreement.