appear as a liability upon a balance sheet of a specified
Person (except that the Borrower may elect that, for the purposes of designating
Additional Indebtedness under Section 7.11 (and any related definitions and
provisions), any of the above items or any other obligations may constitute
"Indebtedness").
"Insolvency Proceeding" shall mean, with respect to any Person, (a) any case,
action or proceeding before any court or other Governmental Authority relating
to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding up or relief of debtors, or (b) any general assignment for
the benefit of creditors, composition, marshalling of assets for creditors or
other similar arrangement in respect of its creditors generally or any
substantial portion of its creditors; in each case covered by clauses (a) and
(b) undertaken under United States Federal, State or foreign law, including the
Bankruptcy Code.
14
"Junior Intervening Creditor" shall have the meaning assigned thereto in Section
4.01(h).
"Junior Priority Agent" shall mean [any of the [
]i Second Lien Agent or]vi
any Additional Agent under any Junior Priority Documents.
"Junior Priority Collateral Documents" shall mean [the [
]i Second Lien
Collateral Documents and]vii any Additional Collateral Documents in respect of
any Junior Priority Obligations.
"Junior Priority Credit Facility" shall mean [the [
]i Second Lien Credit
Facility and]vii any Additional Credit Facility in respect of any Junior
Priority Obligations.
"Junior Priority Creditors" shall mean [the [
]i Second Lien Creditors
and]vii any Additional Credit Facility Secured Party in respect of any Junior
Priority Obligations.
"Junior Priority Debt" shall mean[:
(i) all [
]i Second Lien Obligations; and
(ii) ]vii any Additional Obligations of any Loan Party so long as on or before
the date on which the relevant Additional Indebtedness is incurred, such
Indebtedness is designated by the Company as "Junior Priority Debt" in the
relevant Additional Indebtedness Designation delivered pursuant to Section
7.11(a)(iii).
"Junior Priority Documents" shall mean [the [
]i Second Lien Facility
Documents and]vii any Additional Documents in respect of any Junior Priority
Obligations.
"Junior Priority Lien" shall mean a Lien granted or purported to be granted [(a)
pursuant to a [
]i Second Lien Collateral Document to the [
]i
Second Lien Agent or (b)]vii pursuant to an Additional Collateral Document to
any Additional Agent for the purpose of securing Junior Priority Obligations.
"Junior Priority Obligations" shall mean [the [
]i Second Lien Obligations
and]vii any Additional Obligations constituting Junior Priority Debt.
"Junior Priority Representative" shall mean the Junior Priority Agent designated
by the Junior Priority Agents to act on behalf of the Junior Priority Agents
hereunder, acting in such capacity. [The Junior Priority Representative shall
initially be the [
]i Second Lien Agent under the [
]i Second Lien
Credit Facility while the [
]i Second Lien Credit Facility is in effect;
if the [
]i Second Lien Credit Facility is not in effect, the Junior
Priority Representative shall be the [
]i Second Lien Agent under the
relevant subsequent [
]i Second Lien Documents acting for the Junior
Priority