Collateral Manager Indemnified Party. The meaning specified in Section 10.2.

Collateral Manager Indemnified Party. The meaning specified in Section 10.2. “Collateral Manager Reimbursable Expenses”: The meaning specified in Section 6.7. “Collateral Manager Standard”: The meaning specified in Section 6.2(e). “Collateral Manager Termination Event”: The occurrence of any one of the following: (a) any failure on the part of the Collateral Manager to duly observe or perform in any material respect the covenants or agreements of the Collateral Manager set forth in any Transaction Document to which the Collateral Manager is a party, which failure -12- USActive 55348338.2 continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure shall have been delivered to the Collateral Manager by the Administrative Agent or the Borrower, and (ii) the date on which a Responsible Officer of the Collateral Manager acquires actual knowledge thereof; (b) an Insolvency Event shall occur with respect to the Collateral Manager; (c) the occurrence of a Change of Control with respect to the Collateral Manager; (d) the occurrence of an Event of Default; (e) any representation, warranty or certification made by the Collateral Manager in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which inaccuracy has a Material Adverse Effect on the Lenders and which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such inaccuracy shall have been given to the Collateral Manager by the Administrative Agent or the Borrower and (ii) the date on which a Responsible Officer of the Collateral Manager acquires actual knowledge thereof; (f) the occurrence or existence of any change with respect to the Collateral Manager which has a material and adverse effect on the Collateral Manager’s ability to perform its obligations under the Transaction Documents; (g) any failure by the Collateral Manager to deliver any Required Reports (other than any Required Reports not yet received by the Collateral Manager) required to be delivered by the Collateral Manager hereunder on or before the date occurring ten (10) Business Days after written notice of such failure or such request is delivered to the Collateral Manager by the Administrative Agent; (h) the failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) with respect to any borr...

Examples of Collateral Manager Indemnified Party in a sentence

The provisions of this indemnity shall run directly to and be enforceable by a Collateral Manager Indemnified Party subject to the limitations hereof; provided that the indemnification of the Borrower, the Equityholder and their respective managers, officers, directors, employees and agents shall be in all respects junior and subordinate to the indemnification of the Indemnified Parties and their respective managers, officers, directors, employees and agents.
Each Collateral Manager Indemnified Party and each Indemnified Party shall be an express third-party beneficiary of this Agreement to the extent set forth herein.
Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10 to indemnify any Collateral Manager Indemnified Party for any Losses or Expenses are limited recourse obligations of the Issuer payable solely out of the Collateral in accordance with the Priority of Payments set forth in the Indenture.
The provisions of this indemnity shall run directly to and be enforceable by a Collateral Manager Indemnified Party subject to the limitations hereof; provided that the indemnification of the Borrower, the Equity Investor and their respective managers, officers, directors, employees and agents shall be in all respects junior and subordinate to the indemnification of the Indemnified Parties and their respective managers, officers, directors, employees and agents.
The provisions of this indemnity shall run directly to and be enforceable by a Collateral Manager Indemnified Party subject to the limitations hereof; provided that the indemnification of the Borrower and its respective managers, officers, directors, employees and agents shall be in all respects junior and subordinate to the indemnification of the Indemnified Parties and their respective managers, officers, directors, employees and agents.
The Issuer agrees that the Collateral Manager Indemnified Parties shall not be liable for any consequential, special, exemplary or punitive damages hereunder and that, as set forth more specifically in Section 18, any liability of the Collateral Manager hereunder is solely a limited liability company obligation of the Collateral Manager and not an obligation of any other Collateral Manager Indemnified Party.

Related to Collateral Manager Indemnified Party

Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Holder Indemnified Parties has the meaning set forth in Section 7(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Holder Indemnified Party is defined in Section 4.1.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Investor Indemnified Party is defined in Section 4.1.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.
Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Indemnified Parties shall have the meaning assigned to such term in Section 7.2.
Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).
Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

Collateral Manager Indemnified Party definition

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