Collateral Manager Breach definition

Collateral Manager Breach shall have the meaning set forth in Section 10(a).
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Collateral Manager Breach has the meaning assigned to such term in Section 11.03(a).
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Collateral Manager Breach. The meaning specified in Section 8(a).
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Examples of Collateral Manager Breach in a sentence

  • Should the Collateral Manager be assessed to UK tax on behalf of the Issuer, it will be entitled to an indemnity from the Issuer (subject to any claim by the Issuer in respect of any related Collateral Manager Breach).

  • Should the Collateral Manager be assessed to UK tax on behalf of the Issuer, it may have the benefit of an indemnity from the Issuer (subject to any related Collateral Manager Breach).

  • Should the Collateral Manager be assessed to UK tax on behalf of the Issuer, it will be entitled to an indemnity from the Issuer (subject to any claim by the Issuer in respect of any related Collateral Manager Breach (as defined in the Collateral Management and Administration Agreement).

  • Upon the execution and delivery of such counterpart by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect to its obligations under Section 10 of this Agreement relating to any Collateral Manager Breach that occurred prior to such assignment and except with respect to its obligations under Section 6 (other than the first sentence thereof), Section 15, Section 17, Section 22 and Section 23.

  • The Assignor Collateral Manager represents and warrants to the parties hereto that to its knowledge no claim or liability has been asserted against it in respect of a Collateral Manager Breach as set forth in the Collateral Management Agreement.

  • It should also be noted that the Collateral Manager will be entitled to indemnification by the Issuer as further described in the Collateral Management and Administration Agreement, including any pecuniary sanctions to which the Collateral Manager may become liable pursuant to Article 32 of the Securitisation Regulation not arising as a result of any act or omission that constitutes a Collateral Manager Breach, which will be payable as Administrative Expenses in accordance with the Priorities of Payment.

  • The Transaction Documents provide that the Noteholders’ rights in respect of the removal of the Collateral Manager and selection of a replacement Collateral Manager shall only be exercisable upon a Collateral Manager Breach.

  • The Collateral Manager is required to indemnify the Issuer for Collateral Manager Breaches in accordance with the Collateral Management and Administration Agreement and the Collateral Manager may be entitled to indemnification from the Issuer in respect of any pecuniary sanctions or administrative penalties imposed on the Collateral Manager in the absence of a Collateral Manager Breach (See "Description of the Collateral Management and Administration Agreement – Duties of the Collateral Manager" below).

  • Should the Collateral Manager be assessed to UK tax on behalf of the Issuer, it may have the benefit of an indemnity fromthe Issuer (subject to there being no related Collateral Manager Breach).

  • Notwithstanding such resignation or removal, the Collateral Manager shall remain liable for its obligations under Section 10 and any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a Collateral Manager Breach occurring prior to the effective date of such resignation or removal, subject to the limitations of liability set forth in Section 10.


More Definitions of Collateral Manager Breach

Collateral Manager Breach. The Collateral Manager shall incur no liability to anyone in acting upon any signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be properly executed or signed by the proper party or parties. Subject to compliance with Clause 27 (Assignments and Replacement), the Collateral Manager may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the Collateral Manager shall not be responsible for any wilful misconduct, fraud or negligence on the part of any agent or attorney appointed hereunder with due care by it. In no event shall the Collateral Manager be liable for any special, consequential or other punitive losses or damages.
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Collateral Manager Breach has the meaning assigned to such term in Section 11.03(a). “Collateral Manager Expense Cap” means, for any rolling twelve-month period, an amount equal to $300,000. “Collateral Manager Termination Event” means the occurrence of any of the events, acts or circumstances set forth in Section 6.03. “Collateral Sale Notice Date” has the meaning assigned to such term in Section 6.02. “Collection Account” means the account established pursuant to Section 8.02, which includes the Principal Collection Subaccount and the Interest Collection Subaccount including any Principal Collection Subaccount and Interest Collection Subaccount for an Approved Foreign Currency. “Collection Period” means, with respect to any Payment Date, the period commencing immediately following the prior Collection Period (or on the Closing Date, in the case of the Collection Period relating to the first Payment Date) and ending on the last day of the month prior to the month in which such Payment Date occurs (or, if such last day of the month is not a Business Day, the next succeeding Business Day) or, in the case of the final Collection Period preceding the Final Maturity Date or the final Collection Period preceding an optional prepayment in whole of the Advances, ending on the day preceding the Final Maturity Date or the date of such prepayment, respectively. “Collections” means all cash collections, distributions, payments and other amounts received, and to be received by the Borrower, from any Person in respect of any Collateral, including all principal, interest, fees, distributions and redemption and withdrawal proceeds payable to the Borrower under or in connection with any such Collateral and all Proceeds from any sale or disposition of any such Collateral. “Commitment” means, as to each Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Advances to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding for such Lender up to but not exceeding the amount set forth opposite the name of such Lender on Schedule 1 or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be reduced from time to time pursuant to Section 2.06 or increased or reduced
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Collateral Manager Breach means (A) a material breach of this Agreement by the Collateral Manager by reason of acts or omissions which constitute bad faith, willful misconduct or gross negligence in the performance of, or reckless disregard with respect to, its obligations hereunder, or (B) the incurrence of a Loss that arises out of or is based upon any untrue statement or omission of a material fact in the Collateral Manager Information contained in the Offering Circular.
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Related to Collateral Manager Breach

  • Collateral Manager means such successor Person.

  • Collateral Management Agreement The agreement dated as of the Closing Date, between the Issuer and the Collateral Manager relating to the management of the Collateral Obligations and the other Assets by the Collateral Manager on behalf of the Issuer, as amended from time to time in accordance with the terms thereof.

  • Servicer Default means an event specified in Section 8.01.

  • Credit Breach means the status of a Participant that does not currently meet the requirements of Tariff, Attachment Q or other provisions of the Agreements.

  • Collateral Management Fee means each of the Senior Management Fee, the Subordinated Management Fee and the Incentive Collateral Management Fee.

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Special Servicer Decision With respect to any Serviced Loan or Serviced Loan Combination, any of the following (to the extent it is not a Major Decision):

  • Companion Loan Rating Agency Declination As defined in the definition of “Companion Loan Rating Agency Confirmation” in this Agreement.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • Appraisal management services means one or more of the following:

  • Servicer Event of Default wherever used herein, means any one of the following events:

  • Data Breach means the unauthorized access by an unauthorized person that results in the use, disclosure or theft of Customer Data.

  • Security Breach means the unauthorized acquisition of or access to Customer Data by an unauthorized person that compromises the security, confidentiality, or integrity of Customer Data, including instances in which internal personnel access systems in excess of their user rights or use systems inappropriately. “Security Breach” shall also be deemed to include any breach of security, confidentiality, or privacy as defined by any applicable law, rule, regulation, or order.

  • Potential Defaulting Lender means, at any time, (i) any Lender with respect to which an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any Subsidiary of such Lender, or (ii) any Lender that has notified, or whose Lender Parent or a Subsidiary thereof has notified, the Administrative Agent, the Borrower or any LC Issuing Bank in writing, or has stated publicly, that it does not intend to comply with its funding obligations generally under other loan agreements, credit agreements and other similar agreements, unless such writing or statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement). Any determination by the Administrative Agent that a Lender is a Potential Defaulting Lender under any of clauses (i) and (ii) above will be conclusive and binding absent manifest error, and such Lender will be deemed a Potential Defaulting Lender (subject to Section 2.19(f) hereof) upon notification of such determination by the Administrative Agent to the Borrower, the LC Issuing Banks and the Lenders.