“Approved Fund” means any Fund that is administered or managed by # a Lender, # an affiliate of a Lender or # an entity or an affiliate of an entity that administers or manages a Lender.

As of the date hereof, Seller owes certain amounts to one or more Operating Companies and one or more Operating Companies owes certain amounts to Seller. As used herein, these certain amounts are collectively referred to as "Affiliate Debt". Immediately prior to Closing, all Affiliate Debt shall be deemed canceled, and no Operating Company or Seller or Purchaser shall owe or be owed repayment of any Affiliate Debt.

Evidence of Debt. Loan Account. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

Priority Debt Ratio. The Company shall not permit its Priority Debt Ratio, calculated on a consolidated basis for the Company and its Subsidiaries, to exceed 2.25 to 1.00 as of the last day of each fiscal quarter.

Long Term Debt. Seller represents and warrants that as of the date of this Agreement the Company has, and as of the date of closing on the transactions contemplated herein shall have, no long term debt.

Evidence of Debt The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business The Administrative Agent shall maintain the Register in accordance with [Section 1106(c)] The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error Upon the request of any Lender to a Borrower made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto

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Incurrence of Debt. Manager may cause Provider to incur trade debt as may be reasonable for the business of Provider to operate. Manager may not otherwise cause Provider to incur debt to fund Provider’s operations without Provider’s consent, which consent shall not be unreasonably withheld.

Specified Refinancing Debt. Upon the incurrence by any member of the Restricted Group of any Specified Refinancing Debt constituting revolving credit facilities, the Borrower shall prepay an aggregate principal amount of the applicable Tranche of Revolving Credit Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by member of the Restricted Group.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by # such Lender, # an Affiliate of such Lender or