Lookback Day has the meaning specified in the definition of “Term SOFR”.
Lookback Day has the meaning provided in the definition of “Adjusted Term SOFR Rate”.
Lookback Day. Has the meaning provided in the definition of “Term SOFR.” Management Agreements. Written property management agreements providing for the management of the Unencumbered Properties or any of them.
More Definitions of Lookback Day
Lookback Day has the meaning given to such term in the definition of Adjusted Term SOFR.
Lookback Day has the meaning specified in the definition of “Term SOFR”. “Mandatorily Redeemable Stock” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for common stock or other equivalent common Capital Stock), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof (other than in connection with customary provisions related to redemptions upon a change of control or asset sale), in whole or in part (other than Capital Stock which is redeemable solely in exchange for common stock or other equivalent common Capital Stock); in each case, on or prior to the date on which all of the Obligations are scheduled to be due and payable in full. “Margin Stock” means as defined in Regulation U of the FRB as in effect from time to time. “Master Agreement” means as defined in the definition of “Swap Contract” contained in this Section 1.1. “Material Acquisition” means (a) a single transaction for the purpose of or resulting, directly or indirectly, in an Acquisition (including the acquisition of assets of any Person whose equity interests are acquired) by one or more of the Borrower and its Subsidiaries of properties or assets of a Person for a gross purchase price equal to or in excess of ten (10%) of Total Asset Value (without giving effect to such Acquisition) or (b) one or more transactions for the purpose of or resulting, directly or indirectly, in an Acquisition (including the acquisition of assets of any Person whose equity interests are acquired) by one or more of the Borrower and its Subsidiaries of properties or assets of a Person in any two consecutive fiscal quarters for an aggregate gross purchase price equal to or in excess of ten (10%) of Total Asset Value (without giving effect to such Acquisitions). 29
Lookback Day has the meaning assigned to such term in the definition of “Adjusted Term SOFR Rate.” “Margin Stock” has the meaning assigned to such term in Regulation U. “Market Value” means, for any Collateral Loan: (a) the lower of: (x) the fair market value of such Collateral Loan as reasonably determined by the Collateral Manager in accordance with the Collateral Management Standard; and (y) the purchase price in respect of such Collateral Loan expressed as an effective percentage of par less any loss reserves maintained by the Borrower in accordance with GAAP; or (b) solely after the Reinvestment Period, if such Collateral Loan is a Listed Collateral Loan as at such date, the Listed Value of such Collateral Loan as at such date. “Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition, operations, performance or properties of the Borrower or the Collateral Manager, both individually or taken as a whole, (b) the validity, enforceability or collectability of this Agreement or any other Facility Document or the validity, enforceability or collectability of the Collateral Loans generally or any material portion of the Collateral Loans, (c) the rights and remedies of the Administrative Agent, the Lenders and the Secured Parties with respect to matters arising under this Agreement or any other Facility Document taken as a whole, (d) the ability of each of the Borrower or the Collateral Manager to perform its obligations under any Facility Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s Lien on the Collateral. “Material Modification” means, with respect to any Loan, any amendment, waiver, consent or modification of a Related Document with respect thereto executed or effected after the date on which such Loan is acquired by the Borrower (other than a COVID-19 Modification), that: (a) reduces, reschedules or waives one or more interest payments or permits any interest due with respect to such Loan in cash to be deferred, rescheduled or capitalized and added to the principal amount of such Loan (other than any deferral or capitalization already expressly permitted by the terms of its underlying instruments as of the date such
Lookback Day has the meaning provided in the definition of “Adjusted Term SOFR Rate”. “Mandatory Prepayment” means that term as defined in Section 2.12(cd) hereof. “Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Credit Parties, taken as a whole, (b) the rights and remedies of the Administrative Agent or the Lenders under any Loan Document, (c) the ability of the Credit Parties to perform their obligations under any Loan Document, or (d) the legality, validity, binding effect or enforceability against the Credit Parties of any Loan Document. “Material Agreement” means (a) any contract, agreement or other arrangement (other than the Loan Documents) to which any Company is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to result in a Material Adverse Effect, and (b) any Material Indebtedness Agreement. “Material Indebtedness Agreement” means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing or entered into in connection with any Indebtedness of any Company or the Companies the outstanding principal amount or available commitment of which is equal to or in excess, in the aggregate, of the amount of Five Million Dollars ($5,000,000). “Material Recovery Determination Notice” means that term as defined in Section 2.12(cd)(ii) hereof. “Material Recovery Event” means (a) any casualty loss in respect of assets of a Company covered by casualty insurance, and (b) any compulsory transfer or taking under threat of compulsory transfer of any asset of a Company by any Governmental Authority; provided that, in the case of either subpart (a) or (b) hereof, the proceeds received by the Companies from such loss, transfer or taking exceeds OneTwo Million Dollars ($1,000,0002,000,000). “Maximum Amount” means, for each Lender, the amount set forth opposite such Xxxxxx’s name under the column headed “Maximum Amount” as set forth on Schedule 1 hereto, subject to (a) decreases pursuant to Section 2.10(a) hereof, (b) increases pursuant to Section 32
Lookback Day that is two SOFR Business Days prior to the first day of such Interest Period (and rounded in accordance with the Administrative Agent’s customary practice), as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Lookback Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding SOFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding SOFR Business Day is not more than three SOFR Business Days prior to such Lookback Day.