Independent Review Party shall have the meaning set forth in Section 5(b).
Independent Review Party. The meaning set forth in the Collateral Management Agreement.
Independent Review Party shall have the meaning set forth in Section 5(b). “Instrument of Acceptance” shall have the meaning set forth in Section 12(c). “Internal Policies” shall have the meaning set forth in Section 3(b). “Issuer” shall have the meaning set forth in the preamble. “Losses” shall have the meaning set forth in Section 10(b). “Manager Parties” shall mean the Collateral Manager, the BDC Advisor, the Sub- Advisor and their respective Affiliates. “Material Adverse Effect” shall mean, with respect to any event or circumstance, a material adverse effect on (i) the business, financial condition (other than the performance of the Assets) or operations of the Issuer, taken as a whole, (ii) the validity or enforceability of the Indenture, this Agreement or the Issuer’s Certificate of Formation or Limited Liability Company Agreement or (iii) the existence, perfection, priority or enforceability of the Trustee’s lien on the Assets. “Organizational Instruments” shall mean the certificate of incorporation and bylaws (or the comparable documents for the applicable jurisdiction), in the case of a company or a corporation, or the partnership agreement, in the case of a partnership, or the certificate of formation and limited liability company agreement (or the comparable documents for the applicable jurisdiction), in the case of a limited liability company. “Owner” shall mean, with respect to any Person, any direct or indirect shareholder, member, partner or other equity or beneficial owner thereof. “Proceedings” shall have the meaning set forth in Section 22. “Related Person” shall mean, with respect to any Person, the Owners, directors, officers, employees, managers, agents and professional advisors thereof. “Responsible Officer” shall mean any officer, authorized person or employee of the Collateral Manager set forth on the list provided by the Collateral Manager to the Issuer and the
Examples of Independent Review Party in a sentence
In response to a specific request regarding a proposed Restricted Transaction, the Independent Review Party shall determine whether the price of such Restricted Transaction is comparable to that which would be obtained in an arm’s-length transaction, and if it makes such a determination, it will approve of such Restricted Transaction.
The Independent Review Party is under no obligation to consent to a Restricted Transaction.
Each Restricted Transaction must be approved in writing by the Independent Review Party.
If the Independent Review Party approves a Restricted Transaction in writing, the Issuer will effect it at the option of the Collateral Manager (subject to any other applicable restriction in the Indenture or this Agreement).
The Issuer (i) shall be responsible for any fees relating to the services provided by any Independent Review Party and shall reimburse members of any Independent Review Party for their out-of-pocket expenses and (ii) may indemnify members of such Independent Review Party to the maximum extent permitted by law, subject to terms and conditions satisfactory to the Collateral Manager.
The initial Independent Review Party shall be the Issuer’s board of directors.
If the Independent Review Party notifies the Collateral Manager that it will not approve the Restricted Transaction, the Issuer will not affect the Restricted Transaction.
More Definitions of Independent Review Party
Independent Review Party. The meaning set forth in the Collateral Management Agreement. “Industry Diversity Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Industry Classification Group, obtained by dividing (i) the aggregate outstanding principal balance at such time of all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong to such S&P Industry Classification Group by (ii) the aggregate outstanding principal balance at such time of all Collateral Obligations (other than Defaulted Obligations). “Initial Purchaser”: Xxxxx Fargo Securities, LLC, in its capacity as initial purchaser of the Notes under the Purchase Agreement. “Initial Rating”: With respect to the Secured Debt, the rating or ratings, if any, indicated in Section 2.3. “Institutional Accredited Investor”: The meaning specified in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. “Instrument”: The meaning specified in Section 9-102(a)(47) of the UCC. “Interest Accrual Period”: (i) With respect to the initial Payment Date (or, in the case of a Re-Priced Class or a Class that is subject to Refinancing, the first Payment Date following the Re-Pricing Date or the Refinancing, respectively), the period from and including the Closing Date (or, in the case of (x) a Re-Pricing, the Re-Pricing Date and (y) a Refinancing, the date of issuance of the replacement notes or debt obligations) to but excluding such Payment Date; and (ii) with respect to each succeeding Payment Date, the period from and including the immediately preceding Payment Date to but excluding the following Payment Date until the principal of the Debt is paid or made available for payment. For purposes of determining any Interest Accrual Period in the case of the Fixed Rate Debt, (i) for each Payment Date that is not a Redemption Date or a Re-Pricing Date and other than the Stated Maturity, the Payment Date shall be assumed to be the 20th day of the relevant month (irrespective of whether such day is a Business Day), (ii) for any Payment Date that is a Redemption Date or a Re-Pricing Date, the Payment Date shall be the Redemption Date or Re-Pricing Date, as applicable and (iii) for the Payment Date related to the Stated Maturity, the Payment Date shall be assumed to be the Stated Maturity (irrespective of whether such day is a Business Day). “Interest Collection Subaccount”: The account established pursuant to Section 10.2(a). ...
Independent Review Party shall have the meaning set forth in Section 5(b). “Instrument of Acceptance” shall have the meaning set forth in Section 12(c). “Issuer” shall have the meaning set forth in the preamble. “MassMutual” shall mean Massachusetts Mutual Life Insurance Company. “Offering Circular” shall mean, collectively, the Preliminary Offering Circular and the Final Offering Circular. “Organizational Instruments” shall mean the memorandum and articles of association or certificate of incorporation and bylaws (or the comparable documents for the applicable jurisdiction), in the case of an exempted company or a corporation, or the partnership agreement, in the case of a partnership, or the certificate of formation and limited liability company agreement (or the comparable documents for the applicable jurisdiction), in the case of a limited liability company. “Preliminary Offering Circular” shall mean each of the preliminary Offering Circular, dated July 16, 2024 and the second preliminary Offering Circular, dated August 26, 2024 with respect to the Notes.