Term Loan Debt means all Obligations (as that term is defined in the Term Loan Credit Agreement) and all other amounts owing, due, or secured under the terms of the Term Loan Credit Agreement or any other Term Loan Document, whether now existing or arising hereafter, including all principal, premium, interest, fees, reasonable attorneys' fees, costs, charges, expenses, reimbursement obligations, obligations with respect to loans, indemnities, guarantees, and all other amounts payable under or secured by any Term Loan Document (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Term Loan Grantor, or that would have accrued or become due under the terms of the Term Loan Documents but for the effect of the Insolvency Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency Proceeding), in each case whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured.
Neither the Parent nor the Borrower will, nor will they permit any Consolidated Subsidiary to, designate any Debt (other than the Indebtedness, the Term Loan Debt, the Senior Notes, the New Senior Notes (Issues 2010), the New Senior Notes (Issued 2011), Refinancing Indebtedness and the Permitted Additional Indebtedness) as Senior Indebtedness under any subordinated Debt.
Request, join in or otherwise consent to any modification, amendment or waiver of any material term of any of the Term Loan Debt Documents, except as expressly permitted under the terms of the First Lien Intercreditor Agreement, or the Second Lien Debt Documents.
The foregoing provisions are intended as an inducement to the holders of Term Loan Debt to acquire the Term Loan Debt (as defined in the Intercreditor Agreement) and such holders of Term Loan Debt are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.
Request, join in or otherwise consent to any modification, amendment or waiver of any material term of any of the Term Loan Debt Documents, except as expressly permitted under the terms of the Intercreditor Agreement.
The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the ABL Secured Parties, on the one hand, and the Pari Term Loan Debt Secured Parties, on the other hand.