Term Loan First Lien Percentage means a fraction (expressed as a percentage), the numerator of which is the outstanding principal amount of the Term Loans at such time and the denominator of which is the sum of the outstanding principal amount of the Term Loans at such time plus the outstanding principal amount of all outstanding Pari Passu Lien Indebtedness at such time requiring a prepayment (or an offer to repay) from a specified Asset Disposition.