thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.
“Management Group” means the group consisting of the directors, executive officers and other management personnel of BGI or any direct or indirect parent of BGI, as the case may be, on the Issue Date together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of BGI or any direct or indirect parent of BGI, as applicable, was approved by a vote of a majority of the directors of BGI or any direct or indirect parent of BGI, as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of BGI or any direct or indirect parent of BGI, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of BGI or any direct or indirect parent of BGI, as applicable.
“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
“Mortgages” means the mortgages (which may be in the form of mortgage amendments to mortgages securing other Indebtedness), trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with respect to Real Property subject to mortgages, each in form and substance reasonably satisfactory to the Collateral Agent and BGI, as amended, supplemented or otherwise modified from time to time.
“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
“Note Documents” means, collectively, the Indenture, the Notes (including the guarantees thereof) and the Security Documents.
“Note Obligations” means any Obligations in respect of the First Priority Notes, the Indenture and the Security Documents, including, for the avoidance of doubt, obligations in respect of exchange notes and guarantees thereof.
“Note Secured Parties” means, at any time, (a) the holders of the First Priority Notes, (b) the Trustee and the Collateral Agent, (c) the beneficiaries of each indemnification obligation undertaken by BGI and any Guarantor party to the Indenture or under any Note Document and (d) the successors and permitted assigns of each of the foregoing.
“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the First Priority Notes shall not include fees or indemnifications in favor of the Trustee, the Collateral Agent and other third parties other than the holders of the First Priority Notes.
“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of BGI.
“Officers’ Certificate” means a certificate signed on behalf of BGI by two Officers of BGI, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of BGI that meets the requirements set forth in the Indenture.
“Opinion of Counsel” means a written opinion from legal counsel which is acceptable to the Trustee. The counsel may be an employee of or counsel to BGI.
“Other First Priority Lien Obligations” means all indebtedness or obligations owing under any Other First Priority Lien Obligations Document (as defined in the Senior Lender Intercreditor Agreement including, for the avoidance of doubt, the Note Obligations, the First Priority Dollar Notes Obligations and the First Priority Euro Notes Obligations); provided, however, for the avoidance of doubt, none of the