MODIFIED, SUPPLEMENTED,
EXTENDED, RENEWED, RESTATED OR REPLACED.
1.35
"TERM LOAN DEBT" SHALL MEAN ALL OBLIGATIONS, LIABILITIES AND
INDEBTEDNESS OF EVERY KIND, NATURE AND DESCRIPTION OWING BY ANY BORROWER OR ANY
OBLIGOR TO ANY TERM LOAN LENDER AND/OR ITS AFFILIATES OR PARTICIPANTS, INCLUDING
PRINCIPAL, INTEREST, CHARGES, FEES, PREMIUMS, INDEMNITIES AND EXPENSES, HOWEVER
EVIDENCED, WHETHER AS PRINCIPAL, SURETY, ENDORSER, GUARANTOR OR OTHERWISE,
ARISING UNDER THE TERM LOAN DOCUMENTS, BY OPERATION OF LAW OR OTHERWISE, WHETHER
NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING BEFORE, DURING OR AFTER THE
INITIAL OR ANY RENEWAL TERM OF ANY TERM LOAN DOCUMENT OR AFTER THE COMMENCEMENT
OF ANY CASE WITH RESPECT TO ANY BORROWER OR ANY OBLIGORS UNDER THE UNITED STATES
BANKRUPTCY CODE OR ANY SIMILAR STATUTE (AND INCLUDING ANY PRINCIPAL, INTEREST,
FEES, COSTS, EXPENSES AND OTHER AMOUNTS WHICH WOULD ACCRUE AND BECOME DUE BUT
FOR THE COMMENCEMENT OF SUCH CASE OR SIMILAR PROCEEDING AND WHETHER OR NOT SUCH
AMOUNTS ARE ALLOWABLE IN WHOLE OR IN PART, IN ANY SUCH CASE OR SIMILAR
PROCEEDING), WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, JOINT OR
SEVERAL, DUE OR NOT DUE, PRIMARY OR SECONDARY, LIQUIDATED OR UNLIQUIDATED,
SECURED OR UNSECURED, AND WHETHER ARISING DIRECTLY OR HOWSOEVER ACQUIRED BY ANY
TERM LOAN LENDER.
1.36
"TERM LOAN DOCUMENTS" SHALL MEAN, COLLECTIVELY, THE TERM LOAN
AGREEMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS AT ANY TIME EXECUTED
AND/OR DELIVERED BY ANY BORROWER, ANY OBLIGOR OR ANY OTHER PERSON WITH, TO OR IN
FAVOR OF ANY TERM LOAN LENDER IN CONNECTION THEREWITH OR RELATED THERETO, AS ALL
OF THE FOREGOING NOW EXIST OR MAY HEREAFTER BE AMENDED, MODIFIED, SUPPLEMENTED,
EXTENDED, RENEWED, RESTATED OR REPLACED.
1.37
"TERM LOAN LENDERS" SHALL MEAN, COLLECTIVELY, THE TERM LOAN AGENT
AND ANY OTHER PERSON WHO IS A PARTY TO ANY TERM LOAN DOCUMENT AS A LENDER
(INCLUDING ANY OTHER LENDER OR GROUP OF LENDERS THAT AT ANY TIME SUCCEEDS TO OR
REFINANCES, REPLACES OR SUBSTITUTES FOR ALL OR ANY PORTION OF THE TERM LOAN DEBT
AT ANY TIME AND FROM TIME TO TIME).
5
1.38
"TERM LOAN PRIORITY COLLATERAL" SHALL MEAN THE ASSETS AND
PROPERTIES OF BORROWERS AND OBLIGORS THAT ARE SUBJECT TO THE SECURITY INTERESTS
AND LIENS OF THE TERM LOAN AGENT, FOR THE BENEFIT OF ITSELF AND THE OTHER TERM
LOAN LENDERS, PURSUANT TO THE TERMS OF THE TERM LOAN DOCUMENTS AS IN EFFECT ON
THE DATE HEREOF TO SECURE THE TERM LOAN DEBT, OTHER THAN THE COLLATERAL.
1.39
"THIRD PARTY PURCHASER" SHALL HAVE THE MEANING SET FORTH IN SECTION
2.4(E).
1.40
"UCC" SHALL MEAN THE UNIFORM COMMERCIAL CODE AS IN EFFECT ON THE
DATE HEREOF IN THE STATE OF NEW YORK.
2.
SECURITY INTERESTS; PRIORITIES; REMEDIES
2.1
ACKNOWLEDGEMENT.
THE REVOLVING LOAN AGENT HEREBY ACKNOWLEDGES
THAT THE TERM LOAN AGENT ACTING FOR AND ON BEHALF OF THE TERM LOAN LENDERS HAS
BEEN GRANTED LIENS UPON ALL OF THE COLLATERAL PURSUANT TO THE TERM LOAN
DOCUMENTS TO SECURE THE TERM LOAN DEBT.
THE TERM LOAN AGENT HEREBY ACKNOWLEDGES
THAT THE REVOLVING LOAN AGENT ACTING FOR AND ON BEHALF