Common use of Availability of Documentation Clause in Contracts

Availability of Documentation. (a) The Borrower (or the Investment Advisor on behalf of the Borrower) shall provide the Collateral Agent with any documentation to be posted on the Reporting Website pursuant to this Agreement by email and in pdf format and the relevant instructions as soon as reasonably practicable, and in any event shall provide the Collateral Agent with such documentation at least one Business Day prior to the date on which the Borrower requires such documentation to be made available on the Reporting Website. The Borrower confirms that it will be solely responsible (in consultation with the Investment Advisor) for handling and responding to any queries raised by potential Lenders or Competent Authorities having access to the documentation on the Reporting Website and agree that the Collateral Agent shall have no responsibility for dealing with any such queries. (b) Subject to receipt of a certification in the form of a Website Certification from each relevant person to whom information, reports and documentation is provided pursuant to the terms of this Agreement, the Collateral Agent shall not assume or have any responsibility or liability for monitoring or ascertaining whether any person to whom it makes the information and/or reports and/or documentation available on the Reporting Website or by such other method of dissemination as is required or permitted by the Securitisation Regulation (as instructed by the Borrower (or the Investment Advisor on its behalf) and as agreed with the Collateral Agent) falls within the category of persons permitted or required to receive such information, reports or documentation under the EU Transparency Requirements. (c) The Collateral Agent will not assume any responsibility for the Borrower’s or any other Person’s obligations as the entity responsible to fulfil the reporting or other obligations under the EU Transparency Requirements. In providing such information and reporting, the Collateral Agent also assumes no responsibility or liability to any third party, including the Lenders or Equityholder and any Relevant Recipient (including for their use or onward disclosure of any such information, report or documentation), shall not be responsible for monitoring the Borrower’s or any other person’s compliance with the EU Transparency Requirements and shall have the benefit of the powers, protections and indemnities granted to it under the Facility Documents. (d) In addition, the Borrower may (with the consent and assistance of the Investment Advisor) by notice in writing to the Collateral Agent at any time: (i) if the Borrower has reasonable grounds to believe (following consultation with the Collateral Agent) that the Collateral Agent will fail or be unable to perform any of its duties or responsibilities under this Agreement insofar as they relate to the reporting requirements set out in the EU Transparency Requirements (and any notice given in respect of this sub-paragraph (i) shall include a description of the Borrower’s grounds for such belief), (ii) following the occurrence of a default, failure or inability of the Collateral Agent to perform any of its duties or responsibilities under this Agreement insofar as they relate to the reporting requirements set out in the EU Transparency Requirements which has not been cured within five days of the occurrence of such default, failure or inability to perform or (iii) when the Collateral Agent (in its sole discretion) determines it will no longer provide reports or information in connection with the EU Transparency Requirements, assume themselves or appoint another third party to assume the obligations of the Collateral Agent to make the relevant information available for the purposes of the EU Transparency Requirements. (e) The Collateral Agent shall be entitled to rely conclusively on any Website Certification provided by a relevant person pursuant to this Agreement which it reasonably believes to be genuine and to have been signed or sent by the proper person (which may be made electronically) and shall be entitled to assume that such persons are the persons to whom the information, reports and documentation should be made available on the Reporting Website and shall not be liable to anyone whatsoever for so relying, assuming or doing. (f) The Borrower and the Investment Advisor acknowledge and agree that information, reports and documents posted on the Reporting Website shall be downloadable by any person with access to the Reporting Website, including any potential Lender. Any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of the Collateral Agent for the information provided therein. (g) The Borrower (or the Investment Advisor on its behalf) shall provide any necessary instructions to the Collateral Agent in respect of the preparation and/or provision of the Transparency Reports. The Collateral Agent shall not have any duty to monitor, enquire or satisfy itself as to the veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 13.24 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the requirements of, the EU Transparency Requirements and shall be entitled to rely conclusively upon any instructions given or any determinations made by (and any determination by) the Borrower (or the Investment Advisor on its behalf) regarding the same (and shall have no liability for actions taken (or forbearance from action undertaken) pursuant to and in accordance with such instructions or determinations), and shall have no obligation, responsibility or liability whatsoever for the provision of documentation, reports and information on the Reporting Website or by such method of dissemination as is required by the Securitisation Regulation (as instructed by the Borrower (or the Investment Advisor on its behalf) and as agreed with the Collateral Agent). The Collateral Agent shall not be responsible for monitoring the compliance of the Borrower or any other person with the EU Transparency Requirements.

Availability of Documentation. (a) The Borrower (or the Investment Advisor Servicer on behalf of the Borrower) shall provide the Collateral Agent with any documentation to be posted on the Reporting Website pursuant to this Agreement by email and in pdf format and the relevant instructions as soon as reasonably practicable, and in any event shall provide the Collateral Agent with such documentation at least one Business Day prior to no later than 10:00 a.m. (New York City time) on the date on which the Borrower requires such documentation to be made available on the Reporting Website. The Borrower confirms that it will be solely responsible (in consultation with the Investment AdvisorServicer) for handling and responding to any queries raised by potential Lenders or Competent Authorities having access to the documentation on the Reporting Website and agree agrees that the Collateral Agent shall have no responsibility for dealing with any such queries. (b) Subject to receipt of a certification in the form of a Website Certification from each relevant person to whom information, reports and documentation is provided pursuant to the terms of this Agreement, the Collateral Agent shall not assume or have any responsibility or liability for monitoring or ascertaining whether any person to whom it makes the information and/or reports and/or documentation available on the Reporting Website or by such other method of dissemination as is required or permitted by the Securitisation Regulation (as instructed by the Borrower (or the Investment Advisor Servicer on its behalf) and as agreed with the Collateral Agent) falls within the category of persons permitted or required to receive such information, reports or documentation under the EU Transparency Requirements. (c) The Collateral Agent will not assume any responsibility for the Borrower’s or any other Person’s obligations as the entity responsible to fulfil the reporting or other obligations under the EU Transparency Requirements. In providing such information and reporting, the Collateral Agent also assumes no responsibility or liability to any third party, including the Lenders or Equityholder and any Relevant Recipient (including for their use or onward disclosure of any such information, report or documentation), shall not be responsible for monitoring the Borrower’s or any other person’s compliance with the EU Transparency Requirements and shall have the benefit of the powers, protections and indemnities granted to it under the Facility Documents. (d) In addition, the Borrower may (with the consent and assistance of the Investment AdvisorServicer) by notice in writing to the Collateral Agent at any time: (i) if the Borrower has reasonable grounds to believe (following consultation with the Collateral Agent) that the Collateral Agent will fail or be unable to perform any of its duties or responsibilities under this Agreement insofar as they relate to the reporting requirements set out in the EU Transparency Requirements (and any notice given in respect of this sub-paragraph (i) shall include a description of the Borrower’s grounds for such belief), (ii) following the occurrence of a default, failure or inability of the Collateral Agent to perform any of its duties or responsibilities under this Agreement insofar as they relate to the reporting requirements set out in the EU Transparency Requirements which has not been cured within five days of the occurrence of such default, failure or inability to perform or (iii) when the Collateral Agent (in its sole discretion) determines it will no longer provide reports or information in connection with the EU Transparency Requirements, assume themselves or appoint another third party to assume the obligations of the Collateral Agent to make the relevant information available for the purposes of the EU Transparency Requirements. (e) The Collateral Agent shall be entitled to rely conclusively on any Website Certification provided by a relevant person pursuant to this Agreement which it reasonably believes to be genuine and to have been signed or sent by the proper person (which may be made electronically) and shall be entitled to assume that such persons are the persons to whom the information, reports and documentation should be made available on the Reporting Website and shall not be liable to anyone whatsoever for so relying, assuming or doing. (f) The Borrower and the Investment Advisor Servicer acknowledge and agree that information, reports and documents posted on the Reporting Website shall be downloadable by any person with access to the Reporting Website, including any potential Lender. Any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of the Collateral Agent for the information provided therein. (g) The Borrower (or the Investment Advisor Servicer on its behalf) shall provide any necessary instructions to the Collateral Agent in respect of the preparation and/or provision of the Transparency Reports. The Collateral Agent shall not have any duty to monitor, enquire or satisfy itself as to the veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 13.24 13.25 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the requirements of, the EU Transparency Requirements and shall be entitled to rely conclusively upon any instructions given or any determinations made by (and any determination by) the Borrower (or the Investment Advisor Servicer on its behalf) regarding the same (and shall have no liability for actions taken (or forbearance from action undertaken) pursuant to and in accordance with such instructions or determinations), and shall have no obligation, responsibility or liability whatsoever for the provision of documentation, reports and information on the Reporting Website or by such method of dissemination as is required by the Securitisation Regulation (as instructed by the Borrower (or the Investment Advisor Servicer on its behalf) and as agreed with the Collateral Agent). The Collateral Agent shall not be responsible for monitoring the compliance of the Borrower or any other person with the EU Transparency Requirements.