Independent Client Representative definition

Independent Client Representative means (i) any one of the following entities appointed by the Issuer and the Collateral Manager to perform the services described under "Description of the Collateral Management and Administration Agreement—The Independent Client Representative," together with its permitted successors and assigns: American Appraisal Associates, Chanin Capital Partners LLC, CIBC World Markets, Credit Suisse, Deloitte and Touche LLP, Duff & Phelps, LLC, FTI Consulting, Inc., Houlihan Lokey Howard & Zukin, JRW Financial LLC, U.S. Bancorp Libra Investments, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Dean Witter & Co., Murray Devine & Company, PricewaterhouseCoopers LLP, ProFinance Associates, Inc., Citigroup, Jefferies & Co., Valuation Research Corporation or the Issuer's board of directors; (ii) any successor entity proposed by the Collateral Manager and included in the preceding list; or (iii) any other person approved by the Noteholders of no less than 50 per cent. of the Principal Amount Outstanding of the Subordinated Notes.
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Independent Client Representative has the meaning assigned to such term in Section 12.03(c).
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Independent Client Representative shall have the meaning set forth in Section 4.09.
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Examples of Independent Client Representative in a sentence

  • If appointed, the Independent Client Representative may be paid by the Partnership and will receive an indemnity from the Partnership for claims arising out of activity in such capacity.

  • Meetings with an Independent Client Representative may be conducted in person, telephonically or through the use of other communications equipment by means of which all Persons participating in the meeting can communicate with each other.

  • To the fullest extent permitted by applicable law, neither any Independent Client Representative in respect of their respective activities as Independent Client Representative, respectively shall owe any fiduciary duty to the Fund, the Series or any Member, nor shall any such Persons be obligated to act in the interests of the Fund, the Series, any Member or the Members as a group.

  • A Series shall reimburse any Independent Client Representative, representative of the Managing Member and permitted observer(s) for any reasonable out-of-pocket expenses incurred in connection with the meetings and/or proceedings relating to consents, approvals, disapprovals, votes determinations and other actions requested of the Independent Client Representative by the Managing Member.

  • Notwithstanding anything to the contrary in this Agreement, if an Independent Client Representative waives any conflict of interest on behalf of the relevant Series or the Managing Member acts in a manner, or pursuant to the standards and procedures, approved by the Independent Client Representative with respect to a conflict of interest, then neither the Managing Member nor its Affiliates shall have any liability to the relevant Series or its Members for such actions taken in good faith by them.

  • If appointed, the Independent Client Representative may be paid by the Partnership and may be indemnified by the Partnership for claims arising out of activity in such capacity.

  • Each Member agrees that, with respect to any Independent Client Representative approval sought by the Managing Member relating to this Agreement or the arrangements contemplated hereby, such approval shall be binding upon the relevant Series and each of its Members.


More Definitions of Independent Client Representative

Independent Client Representative means any entity together with their permitted successors in interest, which may be appointed by the Issuer and the Investment Manager following the Closing Date (with the approval of the Class M Subordinated Noteholders holding more than 50 per cent. in Principal Amount Outstanding of the Class M Subordinated Notes) to review and, if it considers appropriate, approve transactions or other matters related to Affiliate Loans that the Investment Manager has determined should be acquired by the Investment Manager on behalf of the Issuer where a potential conflict of interest may arise by reason of the involvement the Investment Manager and/or an Affiliate of the Investment Manager.
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