“Non-Debt Fund Affiliate” means each Sponsor and each Affiliate of such Sponsor (other than any Affiliate of such Sponsor that is a Debt Fund Affiliate).

provided, further, that, in respect of each of sub-clauses (i) and (ii) of this clause (c), any Non-Debt Fund Affiliate and Debt Fund Affiliate shall # be permitted without the consent of the Administrative Agent to provide any Replacement Term Loans, it being understood that in connection therewith, the relevant Non-Debt Fund Affiliate or Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such Person under Section 9.05 as if such Replacement Term Loans were term loans acquired by assignment and # any Debt Fund Affiliate (but not any Non-Debt Fund Affiliate) may provide any Replacement Revolving Facility.

“Affiliated Lender” means a Person that is # a Sponsor or an Affiliate of a Sponsor, including any Non-Debt Fund Affiliates and # a Sponsor Fund Affiliate including any Non-Debt Fund Affiliates; provided that “Affiliated Lenders” shall not include Holdings, any of its Subsidiaries or any Debt Fund Affiliate.

Affiliate. An entity that qualifies as a Subsidiary Corporation with respect to the Company, or a “parent corporation” with respect to the Company within the meaning of Section 424(e) of the Code, whether such entity qualifies as a parent corporation or a subsidiary corporation as of the initial adoption of the plan or thereafter.

Affiliate. The term “Affiliate” means # a subsidiary of the Company or # any entity that is designated by the Committee as a participating employer under the Plan, provided that the Company directly or indirectly owns at least 20% of the combined voting power of the common stock of such entity.

Affiliate. An “Affiliate” is the Company and all persons, with whom the Company would be considered a single employer under Code section 414(b) or 414(c).

Affiliate. A corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company. For purposes of an Incentive Stock Option, “Affiliate,” refers to a “parent corporation” or “subsidiary corporation” within the meaning of Treasury Regulations under Section 424 of the Code.

Affiliate. “Affiliate” means any organization controlling, controlled by or under common control with the Corporation.

“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.

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.

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 applicable Administrative Agent shall maintain the Register in accordance with Section 11.06(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 each Borrower 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 applicable Borrower 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 made through the applicable Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through such Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall # in the case of Revolving Loans, be in the form of [Exhibit 2.11](a)(i) (a “Revolving Note”), # in the case of a Domestic Swing Line Loan, be in the form of [Exhibit 2.11](a)(ii) (a “Domestic Swing Line Note”) and # in the case of a Canadian Swing Line Loan, be in the form of [Exhibit 2.11](a)(iii) (a “Canadian Swing Line Note”). Each Lender may attach schedules to its 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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The [[Organization B:Organization]] has received complete copies of the Junior Lien Documents including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any, and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the [[Organization B:Organization]].

Unsecured Debt Limitation. At the end of each fiscal quarter of the Combined Parties, the ratio of Unsecured Debt to Unencumbered Value shall be less than or equal to 0.60 to 1.0; provided that such ratio may exceed 0.60 to 1.0 as of the end of up to four (4) fiscal quarters of the Combined Parties during the term of this Credit Agreement (whether or not consecutive) so long as such ratio does not exceed 0.65 to 1.0.

Secured Debt Ratio. The Secured Debt Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to 0.40 to 1.0.

“Obligations” means any and all indebtedness or other obligations of the [[Organization A:Organization]] to the ​ in any capacity, now existing or hereafter incurred, however created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or contingent (including obligations pursuant to any guaranty, endorsement, other assurance of payment or otherwise), whether joint or several, whether from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred, together with all extensions, renewals and replacements thereof, and all interest, fees, charges, costs or expenses which accrue on or in connection with the foregoing, including any indebtedness or obligations # not yet outstanding but contracted for, or with regard to which any other commitment by the ​ exists; # arising prior to, during or after any pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding; # owed by the [[Organization A:Organization]] to others and which the ​ obtained, or may obtain, by assignment or otherwise; and # payable under this Agreement.

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 Loans made by each ​ shall be evidenced by one or more accounts or records maintained by such ​ and by the [[Administrative Agent:Organization]] in the ordinary course of business. The accounts or records maintained by the [[Administrative Agent:Organization]] and each ​ shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the ​ Parties 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 ​ Parties 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 ​ and the accounts and records of the [[Administrative Agent:Organization]] in respect of such matters, the accounts and records of the [[Administrative Agent:Organization]] shall control in the absence of manifest error. Upon the request of any ​ made through the [[Administrative Agent:Organization]], each of the ​ Parties shall execute and deliver to such ​ (through the [[Administrative Agent:Organization]]) a Note, which shall evidence such ​’s Loans in addition to such accounts or records; provided that the Lenders hereby agree that the [[Administrative Agent:Organization]] shall be permitted to hold for their benefit each Note executed and delivered by the Co-Borrowers hereunder except to the extent that a ​ has specifically requested in writing that any such Note be delivered to it. The [[Administrative Agent:Organization]] or each ​ (as applicable) may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.