Information Available Electronically. (a) The Collateral Agent shall make available to any Privileged Person the following items (in each case, as applicable, to the extent received by it) by means of the Collateral Agent’s Website (to the extent such items were prepared by or delivered to the Note Administrator in electronic format); (i) The following documents, which will initially be available under a tab or heading designated “deal documents”: (1) this Indenture and Credit Agreement, and any schedules, exhibits and supplements thereto; (2) the Servicing Agreement, any schedules, exhibits and supplements thereto; (ii) The following documents will initially be available under a tab or heading designated “periodic reports”: the Monthly Statement. (iii) The following documents, which will initially be available under a tab or heading designated “Additional Documents”: (1) inspection reports delivered to the Collateral Agent under the terms of the Servicing Agreement; and (2) the Issuer hereby directs the Collateral Agent to post any reports or such other information that, from time to time, the Issuer or the Servicer provides to the Collateral Agent to be made available on the Collateral Agent’s Website; (iv) The following documents, which will initially be available under a tab or heading designated “special notices”: (1) notice of final payment on the Notes delivered to the Collateral Agent pursuant to Section 2.7(d); (2) notice of termination of the Servicer; Agreement; (3) notice of a Termination Event, as defined in the Servicing (4) notice of the resignation of any party to the Indenture and Credit Agreement and notice of the acceptance of appointment of a replacement for any such party, to the extent such notice is prepared or received by the Note Administrator; (5) any direction received by the Collateral Agent from a Majority of the Controlling Class or a Supermajority of the Debt for the termination of the Note Administrator or the Trustee pursuant to Section 6.9(c); and (6) any notices from the Class A Lender with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or any supplemental indenture implementing Benchmark Replacement Conforming Changes. The Collateral Agent’s website shall initially be located at wxx.xxxxxxx.xxx (the “Collateral Agent’s Website”). The foregoing information shall be made available by the Collateral Agent on the Collateral Agent’s Website promptly following receipt. The Collateral Agent may change the titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The Collateral Agent shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Collateral Agent may remove it from the Collateral Agent’s Website. The Collateral Agent has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Collateral Agent’s Website to the extent such information was not produced by the Collateral Agent. In connection with providing access to the Collateral Agent’s Website, the Collateral Agent may require registration and the acceptance of a disclaimer. The Collateral Agent shall not be liable for the dissemination of information in accordance with the terms of this Indenture and Credit Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. Assistance in using the Collateral Agent’s Website can be obtained by calling 800-000-0000.
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Samples: Indenture and Credit Agreement (Terra Property Trust, Inc.), Indenture and Credit Agreement (Terra Secured Income Fund 5, LLC)
Information Available Electronically. (a) The Collateral Agent Note Administrator shall make available to any Privileged Person the following items (in each case, as applicable, to the extent received by it) by means of the Collateral AgentNote Administrator’s Website the following items (to the extent such items were prepared by or delivered to the Note Administrator in electronic format);):
(i) The the following documents, which will initially be available under a tab category or heading designated “deal documents”:
(1) [reserved];
(2) the Servicing Agreement and any schedules, exhibits and supplements thereto;
(3) this Indenture and Credit AgreementIndenture, and any schedules, exhibits and supplements thereto;
(24) the Servicing Agreement, any schedules, exhibits and supplements theretoCREFC® Loan Setup file;
(ii) The the following documents will initially be available under a tab or heading designated “periodic reports”: :
(1) the Monthly Statement.Reports prepared by the Note Administrator pursuant to Section 10.9(a); and
(2) certain information and reports specified in the Servicing Agreement (including the collection of reports specified by CRE Finance Council or any successor organization reasonably acceptable to the Note Administrator and the Servicer) known as the “CREFC® Investor Reporting Package” relating to the Mortgage Assets to the extent that the Note Administrator receives such information and reports from the Servicer from time to time;
(iii) The the following documents, which will initially be available under a tab or heading designated “Additional Documentsadditional documents”:
(1) inspection reports delivered to the Collateral Agent Note Administrator under the terms of the Servicing Agreement;
(2) appraisals delivered to the Note Administrator under the terms of the Servicing Agreement; and
(23) upon direction of the Issuer hereby directs the Collateral Agent to post Issuer, any reports or such other information that, from time to time, the Issuer or the Special Servicer provides to the Collateral Agent Note Administrator to be made available on the Collateral AgentNote Administrator’s Website; and
(4) the quarterly data tape containing certain updated information about the Mortgage Assets prepared and delivered by the Collateral Manager pursuant to Section 10.9(f);
(iv) The the following documents, which will initially be available under a tab or heading designated “special notices”:
(1) notice of final payment on the Class A Loans and/or Notes delivered to the Collateral Agent Note Administrator pursuant to Section 2.7(d2.7(e);
(2) notice of termination of the Servicer or the Special Servicer; Agreement;
(3) notice of a Servicer Termination EventEvent (with respect to the Servicer or the Special Servicer, as applicable), each as defined in the ServicingServicing Agreement and delivered to the Note Administrator under the terms of the Servicing Agreement;
(4) notice of the resignation of any party to the Indenture and Credit Agreement and notice of the acceptance of appointment of a replacement for any such party, to the extent such notice is prepared or received by the Note Administrator;
(5) officer’s certificates supporting the determination that any Interest Advance was (or, if made, would be) a Nonrecoverable Interest Advance delivered to the Note Administrator pursuant to Section 10.7(b);
(6) any direction received by the Note Administrator from the Collateral Agent Manager for the termination of the Special Servicer during any period when such Person is entitled to make such a direction, and any direction of a Majority of the Class A Loans and the Notes to terminate the Special Servicer;
(7) any direction received by the Note Administrator from a Majority of the Controlling Class or a Supermajority of the Debt Class A Loans and the Notes for the termination of the Note Administrator or the Trustee pursuant to Section 6.9(c); and;
(6) 8) any notices from the Class A Lender Collateral Manager with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or any supplemental indenture implementing Benchmark Replacement Conforming Changes. ;
(9) any notice or documents provided to the Note Administrator by the Collateral Manager or the Servicer directing the Note Administrator to post to the “special notices” tab; and
(10) any notice of a proposed supplement, amendment or modification to this Indenture.
(v) [reserved];
(vi) The following notices provided by LMF Holder or the Collateral AgentManager to the Note Administrator, if any, which will initially be available under a tab or heading designated “risk retention special notices”:
(1) any changes to the fair values provided to purchasers of the Class A Loans and the Notes between the date of pricing the Class A Loans and the Notes and the Closing Date;
(2) any material differences between the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values prior to the pricing of the Class A Loans and the Notes and the Closing Date;
(3) any noncompliance by the Securitization Sponsor with the U.S. Credit Risk Retention Rules; the Note Administrator shall, in addition to posting the applicable notices on the “risk retention special notices” tab, provide email notifications to any Privileged Person (other than market data providers) that has registered to receive access to the Note Administrator’s website that a notice has been posted to the “risk retention special notices” tab;
(vii) the “Investor Q&A Forum” pursuant to Section 10.13; and
(viii) solely to Noteholders, the “Investor Registry” pursuant to Section 10.13.
(b) Privileged Persons who execute Exhibit O-2 shall only be entitled to access the Monthly Report, and shall not have access to any other information on the Note Administrator’s Website.
(c) The Note Administrator’s Website shall initially be located at wxx.xxxxxxx.xxx (the “Collateral Agent’s Website”)hxxxx://xxx.xxxxxxx.xxx. The foregoing information shall be made available by the Collateral Agent Note Administrator on the Collateral AgentNote Administrator’s Website promptly following receipt. The Collateral Agent Note Administrator may change the titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The Collateral Agent Note Administrator shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Collateral Agent Note Administrator may remove it from the Collateral AgentNote Administrator’s Website. The Collateral Agent Note Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Collateral AgentNote Administrator’s Website to the extent such information was not produced by the Collateral AgentNote Administrator. In connection with providing access to the Collateral AgentNote Administrator’s Website, the Collateral Agent Note Administrator may require registration and the acceptance of a disclaimer. The Collateral Agent Note Administrator shall not be liable for the dissemination of information in accordance with the terms of this Indenture and Credit AgreementIndenture, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. Assistance in using the Collateral AgentNote Administrator’s Website can be obtained by calling 800-(000) 000-00000000 or via email at cxxxxxx.xxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx.
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Samples: Indenture and Security Agreement (Lument Finance Trust, Inc.)
Information Available Electronically. (a) The Collateral Agent Trustee shall make available to any Privileged Person Persons, via the Trustee’s Website, the following items (in each case, as applicable, to the extent received by it) by means of the Collateral Agent’s Website (to the extent such items were prepared by by, or were delivered to the Note Administrator Trustee in electronic format);format to XxxxxXxxxxxxxxxxxxxXxxxx@xxxxxxxxxx.xxx and xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx) and any such other information upon the agreement of the Issuer and the Trustee:
(i) The the following documents, which will initially be available under a tab or heading designated “deal documents”:
(1A) the Offering Circular and any other disclosure document relating to the Notes, in the form most recently provided to the Trustee by the Issuer or by any Person designated by the Issuer; and
(B) this Indenture and Credit Agreement, any supplemental indentures and any schedules, exhibits and supplements hereto or thereto;
(2C) the Servicing Agreement, and any schedules, exhibits and supplements amendments thereto; and
(D) the Collateral Management Agreement, and any exhibits and amendments thereto;
(ii) The the following documents will initially be available under a tab or heading designated “periodic reports”: the Monthly Statement.
(iii) The following documents, which will initially be available under a tab or heading designated “Additional Documents”:
(1A) inspection reports delivered to the Collateral Agent under the terms of the Servicing Agreement; and
(2) the Issuer hereby directs the Collateral Agent to post any reports or such other information that, from time to time, the Issuer or the Servicer provides to the Collateral Agent to be made available on the Collateral Agent’s Website;
(iv) The following documents, which will initially be available under a tab or heading designated “special notices”:
(1) notice of final payment on the Notes delivered to the Collateral Agent pursuant to Section 2.7(d);
(2) notice of termination of the Servicer; Agreement;
(3) notice of a Termination Event, as defined in the Servicing
(4) notice of the resignation of any party to the Indenture and Credit Agreement and notice of the acceptance of appointment of a replacement for any such party, to the extent such notice is all Monthly Reports prepared or received by the Note Administrator;
(5) any direction received by the Collateral Agent from a Majority of the Controlling Class or a Supermajority of the Debt for the termination of the Note Administrator or the Trustee pursuant to Section 6.9(c10.11(a);
(B) all CREFC Reports delivered to the Trustee under the Servicing Agreement;
(C) reports prepared by the Collateral Manager and delivered to the Trustee containing the Xxxxx’x Rating Factor of each Mortgage Loan and the Xxxxx’x Weighted Average Rating Factor; and
(D) the following property-level documents (“Property-Level Documents”) with respect to each Mortgage Loan, to the extent received from the Servicer:
(a) inspection reports (including annual inspection reports);
(b) quarterly and annual property operating statements;
(c) quarterly and annual rent rolls;
(d) quarterly and annual financial statements;
(e) annual operating budgets;
(f) any other financial reports required to be delivered by a borrower under a Mortgage Loan; and
(g) Asset Status Report (as defined in the Servicing Agreement) with respect to each Specially Serviced Investment (as defined in the Servicing Agreement);
(iii) the “Investor Q&A Forum” pursuant to Section 10.12(c); and
(6iv) any notices from the Class A Lender with respect solely to any Benchmark Transition EventNoteholders and Beneficial Owners of Notes, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment or any supplemental indenture implementing Benchmark Replacement Conforming Changes. The Collateral Agent’s website shall initially be located at wxx.xxxxxxx.xxx (the “Collateral Agent’s Website”Investor Registry” pursuant to Section 10.12(d). .
(b) The foregoing information shall be made available by the Collateral Agent Trustee on the Collateral AgentTrustee’s Website promptly following receipt. The Collateral Agent may change the titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The Collateral Agent Trustee shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Collateral Agent Trustee may remove it from the Collateral AgentTrustee’s Website. The Collateral Agent Trustee has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Collateral AgentTrustee’s Website to the extent such information was not produced by the Collateral AgentTrustee. In connection with providing access to the Collateral AgentTrustee’s Website, the Collateral Agent Trustee may require registration and the acceptance of a disclaimer. The Collateral Agent Trustee shall not be liable for the dissemination of information in accordance with the terms of this Indenture and Credit Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. Assistance in using the Collateral AgentTrustee’s Website can be obtained by calling 800866-000846-00004526.
(c) The Trustee shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Trustee’s Website, where (i) Noteholders and Beneficial Owners may submit questions to the Trustee relating to the Monthly Report, or submit questions to the Servicer or the Collateral Manager, as applicable, relating to the reports prepared by such parties, or the Collateral (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Servicer or the Collateral Manager, the Trustee shall forward the Inquiry to the appropriate person, in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Trustee, the Servicer or the Collateral Manager, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Servicer or the Collateral Manager shall be by email to the Trustee. The Trustee shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Trustee’s Website. If the Trustee, the Servicer or the Collateral Manager determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the Noteholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Loan Documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Trustee, the Servicer or the Collateral Manager, as applicable, or (v) answering any Inquiry is otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Servicer or the Collateral Manager, shall promptly notify the Trustee. The Trustee shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Issuer, the Co-Issuer, the Placement Agents, or any of their respective Affiliates. None of the Issuer, the Co-Issuer, the Placement Agents, or any of their respective Affiliates will certify to any of the information posted on the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Trustee shall not be required to post to the Trustee’s Website any Inquiry or answer thereto that the Trustee determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Trustee’s Website.
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