Transparency Requirements. (a) In relation to the reporting obligations under the Transparency Requirements, pursuant to Article 7(2) of the Securitisation Regulations, the Company and the Originator hereby designate the Company as the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency Requirements. (b) The Company agrees to assume all costs of complying with the Transparency Requirements (including all properly incurred costs and expenses (including legal fees) of all parties incurred for this purpose). (c) By entering into this Agreement, each Lender acknowledges receipt of (i) all underlying documents that are necessary for the understanding of the transaction contemplated by this Agreement, as required by Article 7(1)(b) of the Securitisation Regulations; and (ii) the Transaction Summary. (d) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstanding, the Company shall procure that the Servicer shall: (i) prepare and compile (using any reports, data and other information relating to the Receivables (and, to the extent necessary, its business and/or operations) available to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed by the method of distribution and with the frequency in each case as contemplated by the Transparency Requirements; and (ii) make available to each Relevant Recipient: (A) each Receivables Report and each Investor Report; (B) any information required to be disclosed pursuant to Article 7(1) of the Securitisation Regulations as provided by the Company or Holdings; and (C) copies of the relevant Credit Documents in final form and a copy of the Transaction Summary required to be disclosed not later than the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Enova International, Inc.), Credit Agreement (Enova International, Inc.)
Transparency Requirements. (a) In relation The Borrower (the “Designated Reporting Entity”) hereby agrees to the reporting obligations under the Transparency Requirementsbe designated, pursuant to Article 7(2) of the EU Securitisation RegulationsRegulation, the Company and the Originator hereby designate the Company as the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation RegulationsTransparency Requirements, and the Company accepts such designation and agrees to take all necessary steps required make available to fulfil the Affected Lenders, the Administrative Agent, any potential investor herein (as determined by the Collateral Manager) and the competent authorities (as determined under the EU Securitisation Regulation) (together, the “Relevant Recipients”) the duly completed reports provided in Annex 4 and Annex 12 of the European Securities and Markets Authority reporting templates for Article 7 of the EU Securtisation Regulation (in effect on the Closing Date unless otherwise expressly agreed upon in writing by the Borrower and the Affected Lenders the “Transparency Requirements”) no later than one month after the applicable Quarterly Payment Date (each such date, the “Reporting Deadline”). The Transparency Reports will not include any information which the Collateral Manager, in its sole discretion, believes is subject to any legal or contractual obligation of confidentiality or restricting the processing of personal data. For the purposes of the Transparency Requirements, the first reporting date for the Transparency Reports (as defined below) will be no later than the Quarterly Payment Date occurring in October 2023.
(b) The Company agrees Designated Reporting Entity shall only be required to assume all costs of complying with fulfil the Transparency Requirements to the extent that such required information (including all properly incurred costs i) is in the Borrower’s, the Collateral Administrator’s or the Collateral Manager’s possession, or, if not in the Borrower’s, the Collateral Administrator’s or the Collateral Manager’s possession, such information can be obtained using commercially reasonable efforts; and expenses (including legal feesii) is not subject to either any national law governing the protection of all parties incurred for this purpose)confidentiality of information or the processing of personal data, or any confidentiality obligation relating to customer, original lender or debtor information, unless such confidential information is anonymised or aggregated.
(c) By entering into this Agreement, each Lender acknowledges receipt of
The parties agree that: (i) all underlying documents that the Designated Reporting Entity will not be in breach of this Section 5.41 if the Designated Reporting Entity fails to so comply due to events, actions or circumstances beyond the Designated Reporting Entity’s control so long as such events, actions or circumstances are necessary for the understanding of the transaction contemplated by this Agreement, as required by Article 7(1)(b) of the Securitisation Regulationscontinuing; and
and (ii) the Transaction SummaryDesignated Reporting Entity is only bound by this Section 5.41 to the extent that the disclosure requirements under Article 7 of the EU Securitisation Regulation remain in effect; provided that the Designated Reporting Entity shall be required to comply with the Transparency Requirements as soon as practicable following the conclusion of the events, actions or circumstances described in clause (i).
(d) For The Designated Reporting Entity hereby directs the Collateral Administrator to grant access to the Collateral Administrator’s secured website, which shall be initially located at https:\\wxx.xxxxxxxxxxxxxxxxxxxxxx.xxx (or such other website as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstandingmay be notified by the Collateral Administrator to the Borrower, the Company Designated Reporting Entity and the Collateral Manager) (the “Reporting Website”), to the Reporting Agents.
(e) To the extent that such information is not already made available under paragraph (d) above, the Collateral Manager shall procure that use commercially reasonable efforts to assist the Servicer shall:
Designated Reporting Entity in complying with its obligations under the Transparency Requirements, including by providing to the Designated Reporting Entity (or any applicable third party reporting entity) such information (or access to such information) in relation to the Collateral, (i) prepare which are in the possession of the Collateral Manager and compile (using ii) which are not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarised or disclosed in an anonymised form, in accordance with such legal or contractual restrictions on disclosure) and (iii) which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity with the Transparency Requirements provided that the Collateral Manager shall not be responsible or liable for failing to provide any reports, data and other information relating that the Collateral Manager is unable to procure or source using reasonable efforts.
(f) The Designated Reporting Entity shall, no later than one month after the Receivables applicable Quarterly Payment Date (andeach such date, the “Reporting Deadline”), compile:
(i) a Loan Report in the form published as of the date of this Agreement on the website hxxxx://xxx-xxx.xxxxxx.xx/xxxxx-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL &from=EN as Annex IV (or, to the extent necessary, its business and/or operations) available to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, agreed with the contentReporting Agents, distributed any updated form published by the method of distribution and with ESMA and/or as otherwise required under the frequency in each case as contemplated EU Securitisation Regulation by the Transparency Requirementsany applicable competent authority from time to time); and
(ii) make available an Investor Report in the form published as of the date of this Agreement on the website hxxxx://xxx-xxx.xxxxxx.xx/xxxxx-content/EN/TXT/PDF/?uri=OJ:L:2020:289: FULL&from=EN as Annex XII (or, to each Relevant Recipient:
the extent agreed with the Reporting Agents, any updated form published by the ESMA and/or as otherwise required under the EU Securitisation Regulation by any applicable competent authority from time to time) (A) each Receivables Report and each the “Investor Report;
” and the “Loan Report” together being the “Transparency Reports”); provided that, if and when ESMA adopts the new standardized and simplified reporting templates applicable for private transactions, the Borrower will negotiate in good faith with the Affected Lenders and amend this Agreement to incorporate any necessary changes; provided further that in the event that the Borrower and the Affected Lenders agree to provide new or revised reporting templates pursuant to this paragraph (Bf) any information in lieu of the reports required to be disclosed provided under paragraph (a) above at such time, the Affected Lenders shall agree to accept such new or revised reporting templates and the Borrower shall not have any further obligation to provide the reports described under paragraph (a) above.
(g) The Collateral Manager and the Designated Reporting Entity shall be entitled to appoint agents (including any Reporting Agents) (and are permitted to incur fees and expenses in connection therewith) to assist them with the data required for inclusion in the Transparency Reports.
(h) The Designated Reporting Entity (or a Reporting Agent on its behalf) shall provide each compiled Transparency Reports and/or any other documents, information or reports that it wishes to be posted to the Reporting Website by no later than the relevant Reporting Deadline to the Collateral Administrator, in each case solely by email at GxxxxXxxxxxx@XxxxxxxxxxXxxxx.xxx (or such other email address as notified to the Designating Reporting Entity by the Collateral Administrator) and in PDF form; provided that the Designated Reporting Entity shall provide the Collateral Administrator with such Transparency Reports at least one Business Day prior to the date on which the Designated Reporting Entity requires such Transparency Reports to be made available on the Reporting Website; provided, further, that any such Transparency Reports received by the Collateral Administrator after 5:00 PM ET shall be deemed to be provided to the Collateral Administrator on the following Business Day. The Collateral Administrator shall grant access to the Reporting Website to any person who is identified to it by the Collateral Manager or the Designated Reporting Entity via e-mail to GxxxxXxxxxxx@XxxxxxxxxxXxxxx.xxx (or such other email address as notified to the Designating Reporting Entity by the Collateral Administrator) as a Relevant Recipient. The Designated Reporting Entity confirms that it will be solely responsible (in consultation with the Collateral Manager) for handling and responding to any queries raised by any Relevant Recipient regarding the Transparency Reports and agrees that the Collateral Administrator shall have no responsibility for dealing with any such queries, provided that, the Collateral Administrator shall notify the Designated Reporting Entity (or the Collateral Manager on its behalf) of such queries.
(i) [Reserved].
(j) The Collateral Administrator shall not be liable, and have no responsibility, for any non-publication or late publication of the Transparency Reports or any errors in the Transparency Reports to the extent such failure, delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to the Collateral Administrator from the Collateral Manager, the Designated Reporting Entity, or any of their agents. Each of the Borrower, the Collateral Manager, and Administrative Agent 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. Any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of the Collateral Administrator for the information provided therein. The Collateral Administrator will not assume any responsibility for the Borrower’s, the Designated Reporting Entity’s or any other Person’s obligations as the entity responsible to fulfil the reporting or other obligations under the Transparency Requirements. In providing such information and granting access to the Transparency Reports, the Collateral Administrator also assumes no responsibility or liability to any third party, including 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, the Designated Reporting Entity’s or any other Person’s compliance with the Transparency Requirements and shall have the benefit of the powers, protections and indemnities granted to it hereunder. The Collateral Administrator 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 5.41 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the requirements of, the Transparency Requirements and shall be entitled to rely conclusively upon any instructions given or any determinations made by (and any determination by) the Designated Reporting Entity (or the Collateral Manager on its behalf) regarding the same (and shall have no liability for actions taken (or forbearance from action undertaken) pursuant to Article 7(1) 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 Securitisation Regulations Reporting Website or by such method of dissemination as provided is required by the Company EU Securitisation Regulation (as instructed by the Designated Reporting Entity (or Holdings; and
(Cthe Collateral Manager on its behalf) copies of and as agreed with the relevant Credit Documents in final form and a copy of the Transaction Summary required to be disclosed not later than the Closing DateCollateral Administrator).
Appears in 2 contracts
Samples: Credit Agreement (Golub Capital Private Credit Fund), Credit Agreement (Golub Capital Private Credit Fund)
Transparency Requirements. (a) In relation The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the reporting obligations under Agent, the Transparency RequirementsCollateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority (together, the “Relevant Recipients”):
(i) on a quarterly basis no later than one month after the Distribution Date falling in March 2024 and one month after each subsequent Distribution Date (each such date, the “Reporting Deadline”), a Loan Report and Investor Report in respect of such Distribution Date with the data in such Loan Report being as of the Determination Date immediately preceding such Distribution Date; and
(ii) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided, that (A) the Designated Reporting Entity shall only be required to complete, or procure completion of, fields in Loan Reports and Investor Reports to the extent that the information required to complete the relevant field is in the Borrower’s, the Collateral Agent’s or the Collateral Manager’s possession, or, if not in the Borrower’s, the Collateral Agent’s or the Collateral Manager’s possession, such information can be obtained using commercially reasonable efforts; (B) the Designated Reporting Entity shall only be required to provide notification of any Significant Event to the extent that a notification or report in respect of the relevant event has not otherwise been provided by any person pursuant to Article 7(2any other provision of any Transaction Document; and (C) the Designated Reporting Entity shall have no obligation to deliver any such information if, as determined by the Designated Reporting Entity in its sole good faith discretion, doing so would violate any internal compliance policies of the Securitisation RegulationsDesignated Reporting Entity or the Retention Holder or could reasonably be expected to result in a violation of, or could reasonably be expected to otherwise be prohibited by, any Applicable Law, rule or regulation applicable to the Company and Designated Reporting Entity or the Originator hereby designate Retention Holder (including, for the Company as avoidance of doubt, any rule or regulation adopted by the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency RequirementsSEC or any other applicable regulatory authority).
(b) The Company agrees to assume all costs of complying with Borrower, the Transparency Requirements (including all properly incurred costs Lenders and expenses (including legal fees) of all parties incurred for this purpose).
(c) By entering into this Agreement, each Lender acknowledges receipt ofthe Agent agree that:
(i) all underlying documents neither the Designated Reporting Entity nor the Collateral Manager shall be responsible for monitoring changes to the UK Securitisation Regulation, the EU Securitisation Regulation or the EU Transparency Requirements, as each are in force on the Fourth Amendment Effective Date, and, upon notification by the Agent and/or one or more EU/UK Institutional Investor Lenders of any changes to the EU Transparency Requirements following the Fourth Amendment Effective Date, the parties hereto shall use commercially reasonable efforts to agree (A) that are necessary references to Loan Report and/or Investor Report shall refer to the relevant updated form published by the ESMA and/or as otherwise required for the understanding purpose of the transaction contemplated EU Transparency Requirements from time to time and/or (B) to amend this Section 10.26 to provide for the Designated Reporting Entity to assume such additional reporting obligations as may reasonably be necessary in order that the receipt by this Agreement, as the Relevant Recipients of all information required by to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 7(1)(b5(1)(e) of the EU Securitisation RegulationsRegulation; provided that the Designated Reporting Entity shall not be obliged to agree to either clause (A) or (B); and
(ii) the Designated Reporting Entity will not be in breach of this Section 10.26 if the Designated Reporting Entity fails to meet its obligations under this Section 10.26 due to events, actions or circumstances beyond the Designated Reporting Entity’s control so long as such events, actions or circumstances are continuing (as determined by the Designated Reporting Entity or the Collateral Manager); provided that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.26 as soon as practicable following the conclusion of such events, actions or circumstances (as reasonably determined by the Designated Reporting Entity or the Collateral Manager).
(c) Each party to this Agreement (other than the Designated Reporting Entity), without prejudice to its rights hereunder and without accepting any liability, acknowledges that it has received from the Designated Reporting Entity as of the Fourth Amendment Effective Date, the Transaction SummarySummary and copies of the Transaction Documents.
(d) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstandingThe Designated Reporting Entity shall make available, the Company shall or procure that there is made available, to the Servicer shall:
Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) prepare by having them posted to the Reporting Website to which Relevant Recipients are given access upon request in writing to the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Collateral Manager and compile the Agent (using acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Collateral Manager shall use reasonable efforts to assist the Designated Reporting Entity in complying with its obligations under this Section 10.26, including by providing to the Designated Reporting Entity such information (or access to such information) in relation to the Collateral, (i) which are in the possession of the Collateral Manager, (ii) which are not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized, aggregated or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure) and (iii) which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity with its obligations under this Section 10.26 provided that (A) the Collateral Manager shall not be responsible or liable for failing to provide any reports, data and other information relating that the Collateral Manager is unable to procure or source using reasonable efforts and (B) the Collateral Manager shall have no obligation to deliver any such information if, as determined by the Collateral Manager in its sole good faith discretion, doing so would violate any internal compliance policies of the Collateral Manager or the Retention Holder or could reasonably be expected to result in a violation of, or could reasonably be expected to otherwise be prohibited by, any Applicable Law, rule or regulation applicable to the Receivables Collateral Manager or the Retention Holder (andincluding, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(f) The Designated Reporting Entity shall be entitled to appoint one or more agents (including the Collateral Agent) (and is permitted to incur fees and expenses in connection therewith) to prepare, or assist in the preparation of, the Transparency Reports or data required to be included therein and/or to make available the Transparency Reports on behalf of the Designated Reporting Entity and each of the Designated Reporting Entity, the Collateral Manager, and Agent acknowledges and agrees that:
(i) such an agent or the Collateral Agent (as applicable) 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 10.26 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the obligations of the Designated Reporting Entity under this Section 10.26;
(ii) such an agent or the Collateral Agent (as applicable) shall not be liable, and have no responsibility, for any non-publication or late publication of the Transparency Reports or any errors in the Transparency Reports to the extent necessarysuch failure, its business and/or operations) available delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed such agent by the method of distribution and with the frequency in each case as contemplated Designated Reporting Entity or by the Transparency RequirementsCollateral Manager;
(iii) such an agent or the Collateral Agent (as applicable) shall not assume any responsibility for the obligations of the Designated Reporting Entity under this Section 10.26 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.26;
(iv) any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of such an agent or the Collateral Agent (as applicable) for the information provided therein; and
(iiv) make available such an agent or the Collateral Agent (as applicable) assumes no responsibility or liability to each any Relevant Recipient:Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(Ag) each Receivables Report The assumption by the Designated Reporting Entity and each the Collateral Manager of their respective obligations under Section 10.26 does not constitute a representation, guarantee or agreement by either of them that the fulfillment of such obligations will be sufficient to permit EU/UK Institutional Investor Report;
(B) any information required Lenders to be disclosed pursuant to comply with their obligations under Article 7(15(1)(e) of the EU Securitisation Regulations Regulation or Article 5(1)(e) of the UK Securitisation Regulation, as provided by applicable. Neither the Company or Holdings; andDesignated Reporting Entity nor the Collateral Manager shall be responsible for monitoring changes to the EU Transparency Requirements as in force on the Fourth Amendment Effective Date.
(Ch) copies of Notwithstanding anything to the relevant Credit Documents contrary herein, the requirements set forth on the Designated Reporting Entity and the Collateral Agent in final form and a copy of this Section 10.26 shall not be applicable to the Transaction Summary required to be disclosed not later than the Closing Dateextent they are in contravention with Applicable Law.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (Blue Owl Capital Corp III)
Transparency Requirements. (a) In relation The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the reporting obligations under Agent, the Transparency RequirementsCollateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority (together, the “Relevant Recipients”):
(i) on a quarterly basis, no later than (x) one month after the third Distribution Date occurring after the Effective Date and (y) on a quarterly basis thereafter (each such date, the “Reporting Deadline”), a Loan Report and an Investor Report in respect of such Distribution Date with the data in such Loan Report being as of the Determination Date immediately preceding such Distribution Date; and
(ii) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided that, the Designated Reporting Entity shall only be required to complete, or procure completion of, fields in Loan Reports and Investor Reports to the extent that the information required to complete the relevant field is in the Borrower’s, the Collateral Agent’s or the Servicer’s possession, that is not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized, aggregated or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure), or, if not in the Borrower’s, the Collateral Agent’s or the Servicer’s possession, such information can be obtained using commercially reasonable efforts without incurring material expense; provided further that, the Designated Reporting Entity shall only be required to provide notification of any Significant Event to the extent that a notification or report in respect of the relevant event has not otherwise been provided by any Person pursuant to Article 7(2) any other provision of the Securitisation Regulations, the Company and the Originator hereby designate the Company as the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency Requirementsany Transaction Document.
(b) The Company agrees to assume all costs of complying with Borrower, the Transparency Requirements (including all properly incurred costs Lenders and expenses (including legal fees) of all parties incurred for this purpose).
(c) By entering into this Agreement, each Lender acknowledges receipt ofthe Agent agree that:
(i) all underlying documents neither the Designated Reporting Entity nor the Servicer shall be responsible for monitoring changes to the UK Securitisation Regulation, the EU Securitisation Regulation or the EU Transparency Requirements, each as in force on the Effective Date, and, upon notification by the Agent and/or one or more EU/UK Institutional Investor Lenders of any changes to the EU Transparency Requirements following the Effective Date, the Borrower, the Lender and the Agent shall use commercially reasonable efforts to agree (A) that are necessary references to Loan Report and/or Investor Report shall refer to the relevant updated form published by the ESMA and/or as otherwise required for the understanding purpose of the transaction contemplated EU Transparency Requirements from time to time and/or (B) to amend this Section 10.27 to provide for the Designated Reporting Entity to assume such additional reporting obligations as may reasonably be necessary in order that the receipt by this Agreement, as the Relevant Recipients of all information required by to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 7(1)(b5(1)(e) of the EU Securitisation RegulationsRegulation; provided that, the Designated Reporting Entity shall not be obligated to agree to either clause (A) or clause (B); provided further that, the absence of such agreement by the Designated Reporting Entity may give rise to an EU Transparency Requirements Satisfaction Deficiency; and
(ii) the Designated Reporting Entity will not be in breach of this Section 10.27 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 due to events, actions or circumstances beyond the Designated Reporting Entity’s control so long as such events, actions or circumstances are continuing (as determined by the Designated Reporting Entity or the Servicer); provided that, the Designated Reporting Entity shall be required to meet its obligations under this Section 10.27 as soon as practicable following the conclusion of such events, actions or circumstances (as reasonably determined by the Designated Reporting Entity or the Servicer).
(c) Each party to this Agreement, without prejudice to its rights hereunder and without accepting any liability, acknowledges that it has received as of the Effective Date the Transaction SummarySummary and copies of the Transaction Documents.
(d) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstandingThe Designated Reporting Entity shall make available, the Company shall or procure that there is made available on its behalf, to the Servicer shall:
Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) prepare by having them posted to the Reporting Website to which Relevant Recipients are given access upon request in writing to any reporting agent appointed pursuant to this Section 10.27 or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer and compile the Agent (using acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer shall reasonably assist the Designated Reporting Entity, to the extent it is able to do so without incurring material expense, in complying with its obligations under this Section 10.27, including without limitation by providing to the Designated Reporting Entity (or any agent so appointed to assist the Designated Reporting Entity with the EU Transparency Requirements on its behalf) such information (or access to such information) in relation to the Collateral, (i) that is in the possession of the Servicer, (ii) that is not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized, aggregated or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure) and (iii) that is not otherwise in the Designated Reporting Entity’s possession, required by the Designated Reporting Entity for compliance with its obligations under this Section 10.27; provided that, the Servicer shall not be responsible or liable for failing to provide any reports, data and other information relating that the Servicer is unable to procure or source using reasonable efforts.
(f) The Designated Reporting Entity will appoint one or more agents (and is permitted to incur fees and expenses in connection therewith) to prepare, or assist in the preparation of, the Transparency Reports or data required to be included therein and/or to make available the Transparency Reports on behalf of the Designated Reporting Entity and each of the Designated Reporting Entity, the Servicer, and the Agent acknowledges and agrees that:
(i) such an agent shall not have any duty to monitor, enquire or satisfy itself as to the Receivables veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 10.27 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the obligations of the Designated Reporting Entity under this Section 10.27;
(andii) such an agent shall not be liable, and have no responsibility, for any non-publication or late publication of the Transparency Reports or any errors in the Transparency Reports to the extent necessarysuch failure, its business and/or operations) available delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed such agent by the method of distribution and with the frequency in each case as contemplated Designated Reporting Entity or by the Servicer;
(iii) such an agent shall not assume any responsibility for the obligations of the Designated Reporting Entity under this Section 10.27 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.27;
(iv) the Collateral Administrator shall provide such an agent with information in its possession as may reasonably be requested by such an agent in relation to its preparation of the Transparency RequirementsReports on behalf of the Borrower. Each of the Borrower and the Servicer agree that the Collateral Administrator shall be entitled to disclose all such information to such an agent, or any other agent of the Borrower;
(v) any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of such an agent for the information provided therein; and
(iivi) make available such an agent assumes no responsibility or liability to each any Relevant Recipient:Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(Ag) each Receivables Report The assumption by the Designated Reporting Entity and each the Servicer of their respective obligations under this Section 10.27 does not constitute a representation, guarantee or agreement by either of them that the fulfillment of such obligations will be sufficient to permit EU/UK Institutional Investor Report;
(B) any information required Lenders to be disclosed pursuant to comply with their obligations under Article 7(15(1)(e) of the EU Securitisation Regulations as provided by the Company Regulation or Holdings; and
(CArticle 5(1)(f) copies of the relevant Credit Documents UK Securitisation Regulation, as applicable. Neither the Designated Reporting Entity nor the Servicer shall be responsible for monitoring changes to the EU Transparency Requirements as in final form and a copy of force on the Transaction Summary required to be disclosed not later than the Closing Effective Date.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund)
Transparency Requirements. (a) In relation The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the reporting obligations under Administrative Agent, the Transparency RequirementsCollateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority (together, the “Relevant Recipients”):
(i) on a quarterly basis no later than one month after the Quarterly Payment Date falling in April 2024 and one month after each subsequent Quarterly Payment Date (each such date, the “Reporting Deadline”), a Loan Report and Investor Report in respect of such Quarterly Payment Date with the data in such Loan Report being as of the Collateral Report Determination Date immediately preceding such Quarterly Payment Date; and
(ii) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided, that (A) the Designated Reporting Entity shall only be required to complete, or procure completion of, fields in Loan Reports and Investor Reports to the extent that the information required to complete the relevant field is in the Borrower’s, the Collateral Agent’s or the Services Provider’s possession, or, if not in the Borrower’s, the Collateral Agent’s or the Services Provider’s possession, such additional information can be obtained using commercially reasonable efforts; (B) that the Designated Reporting Entity shall only be required to provide notification of any Significant Event to the extent that a notification or report in respect of the relevant event has not otherwise been provided by any person pursuant to Article 7(2any other provision of any Loan Document; and (C) the Designated Reporting Entity shall have no obligation to deliver any such information if, as determined by the Designated Reporting Entity in its sole good faith discretion, doing so would violate any internal compliance policies of the Securitisation RegulationsDesignated Reporting Entity or the Retention Holder or could reasonably be expected to result in a violation of, or could reasonably be expected to otherwise be prohibited by, any Applicable Law, rule or regulation applicable to the Company and Designated Reporting Entity or the Originator hereby designate Retention Holder (including, for the Company as avoidance of doubt, any rule or regulation adopted by the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency RequirementsSEC or any other applicable regulatory authority).
(b) The Company agrees to assume all costs of complying with Borrower, the Transparency Requirements (including all properly incurred costs Lenders and expenses (including legal fees) of all parties incurred for this purpose).
(c) By entering into this Agreement, each Lender acknowledges receipt ofthe Administrative Agent agree that:
(i) all underlying documents neither the Designated Reporting Entity nor the Services Provider shall be responsible for monitoring changes to the UK Securitisation Regulation, the EU Securitisation Regulation or the EU Transparency Requirements, as each are in force on the Closing Date, and, upon notification by the Administrative Agent and/or one or more EU/UK Institutional Investor Lenders of any changes to the EU Transparency Requirements following the Closing Date, the parties hereto shall use commercially reasonable efforts to agree (A) that are necessary references to Loan Report and/or Investor Report shall refer to the relevant updated form published by the ESMA and/or as otherwise required for the understanding purpose of the transaction contemplated EU Transparency Requirements from time to time and/or (B) to amend this Section 5.41 to provide for the Designated Reporting Entity to assume such additional reporting obligations as may reasonably be necessary in order that the receipt by this Agreement, as the Relevant Recipients of all information required by to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply their obligations under Article 7(1)(b5(1)(e) of the EU Securitisation RegulationsRegulation; provided that the Designated Reporting Entity shall not be obliged to agree to either (A) or (B); and
(ii) the Designated Reporting Entity will not be in breach of this Section 5.41 if the Designated Reporting Entity fails to meet its obligations under this Section 5.4 due to events, actions or circumstances beyond the Designated Reporting Entity’s control so long as such events, actions or circumstances are continuing (as determined by the Designated Reporting Entity or the Services Provider); provided that the Designated Reporting Entity shall be required to meet its obligations under this Section 5.41 as soon as practicable following the conclusion of such events, actions or circumstances (as reasonably determined by the Designated Reporting Entity or the Services Provider).
(c) Each party to this Agreement (other than the Designated Reporting Entity), without prejudice to its rights hereunder and without accepting any liability, acknowledges that it has received from the Designated Reporting Entity as of the Closing Date, the Transaction SummarySummary and copies of the Loan Documents.
(d) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstandingThe Designated Reporting Entity shall make available, the Company shall or procure that there is made available, to the Servicer shall:
Relevant Recipients the Transaction Summary, copies of the Loan Documents, and the Transparency Reports and any Significant Event Reports (i) prepare by having them posted to the Reporting Website to which Relevant Recipients are given access upon request in writing to the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Services Provider and compile the Administrative Agent (using acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Services Provider shall use reasonable efforts to assist the Designated Reporting Entity in complying with its obligations under this Section 5.41, including by providing to the Designated Reporting Entity such information (or access to such information) in relation to the Collateral, (i) which are in the possession of the Services Provider, (ii) which are not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized, aggregated or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure) and (iii) which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity with its obligations under this Section 5.41; provided that (A) the Services Provider shall not be responsible or liable for failing to provide any reports, data and other information relating that the Services Provider is unable to procure or source using reasonable efforts and (B) the Services Provider shall have no obligation to deliver any such information if, as determined by the Services Provider in its sole good faith discretion, doing so would violate any internal compliance policies of the Services Provider or the Retention Holder or could reasonably be expected to result in a violation of, or could reasonably be expected to otherwise be prohibited by, any Applicable Law, rule or regulation applicable to the Receivables Services Provider or the Retention Holder (andincluding, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(f) The Designated Reporting Entity shall be entitled to appoint one or more agents (including the Collateral Agent) (and is permitted to incur fees and expenses in connection therewith) to prepare, or assist in the preparation of, the Transparency Reports or data required to be included therein and/or to make available the Transparency Reports on behalf of the Designated Reporting Entity and each of the Designated Reporting Entity, the Services Provider, and the Administrative Agent acknowledges and agrees that:
(i) such an agent or the Collateral Agent (as applicable) 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 5.41 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the obligations of the Designated Reporting Entity under this Section 5.41;
(ii) such an agent shall not be liable, and have no responsibility, for any non-publication or late publication of the Transparency Reports or any errors in the Transparency Reports to the extent necessarysuch failure, its business and/or operations) available delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed such agent by the method of distribution and with the frequency in each case as contemplated Designated Reporting Entity or by the Transparency RequirementsServices Provider;
(iii) such an agent or the Collateral Agent (as applicable) shall not assume any responsibility for the obligations of the Designated Reporting Entity under this Section 5.41 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 5.41;
(iv) any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of such an agent or the Collateral Agent (as applicable) for the information provided therein; and
(iiv) make available such an agent or the Collateral Agent (as applicable) assumes no responsibility or liability to each any Relevant Recipient:Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(Ag) each Receivables Report The assumption by the Designated Reporting Entity and each the Services Provider of their respective obligations under Section 5.41 does not constitute a representation, guarantee or agreement by either of them that the fulfillment of such obligations will be sufficient to permit EU/UK Institutional Investor Report;
(B) any information required Lenders to be disclosed pursuant to comply their obligations under Article 7(15(1)(e) of the EU Securitisation Regulations as provided by the Company Regulation or Holdings; and
(CArticle 5(1)(e) copies of the relevant Credit Documents UK Securitisation Regulation, as applicable. Neither the Designated Reporting Entity nor the Services Provider shall be responsible for monitoring changes to the EU Transparency Requirements as in final form and a copy of the Transaction Summary required to be disclosed not later than force on the Closing Date.
(h) Notwithstanding anything to the contrary herein, the requirements set forth on the Designated Reporting Entity and the Collateral Agent in this Section 5.41 shall not be applicable to the extent they are in contravention with Applicable Law
Appears in 1 contract
Samples: Credit Agreement (Blue Owl Technology Income Corp.)
Transparency Requirements. (a) In relation The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the reporting obligations under Agent, the Transparency RequirementsCollateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority (together, the “Relevant Recipients”):
(i) on a quarterly basis, no later than (x) one month after the third Distribution Date occurring after the Effective Date and (y) on a quarterly basis thereafter (each such date, the “Reporting Deadline”), a Loan Report and an Investor Report in respect of such Distribution Date with the data in such Loan Report being as of the Determination Date immediately preceding such Distribution Date; and
(ii) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided that, the Designated Reporting Entity shall only be required to complete, or procure completion of, fields in Loan Reports and Investor Reports to the extent that the information required to complete the relevant field is in the Borrower’s, the Collateral Agent’s or the Servicer’s possession, or, if not in the Borrower’s, the Collateral Agent’s or the Servicer’s possession, such information can be obtained using commercially reasonable efforts; provided further that, the Designated Reporting Entity shall only be required to provide notification of any Significant Event to the extent that a notification or report in respect of the relevant event has not otherwise been provided by any Person pursuant to Article 7(2) any other provision of the Securitisation Regulations, the Company and the Originator hereby designate the Company as the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency Requirementsany Transaction Document.
(b) The Company agrees to assume all costs of complying with Borrower, the Transparency Requirements (including all properly incurred costs Lenders and expenses (including legal fees) of all parties incurred for this purpose).
(c) By entering into this Agreement, each Lender acknowledges receipt ofthe Agent agree that:
(i) all underlying documents neither the Designated Reporting Entity nor the Servicer shall be responsible for monitoring changes to the UK Securitisation Regulation, the EU Securitisation Regulation or the EU Transparency Requirements, each as in force on the Effective Date, and, upon notification by the Agent and/or one or more EU/UK Institutional Investor Lenders of any changes to the EU Transparency Requirements following the Effective Date, the Borrower, the Lender and the Agent shall use commercially reasonable efforts to agree (A) that are necessary references to Loan Report and/or Investor Report shall refer to the relevant updated form published by the ESMA and/or as otherwise required for the understanding purpose of the transaction contemplated EU Transparency Requirements from time to time and/or (B) to amend this Section 10.26 to provide for the Designated Reporting Entity to assume such additional reporting obligations as may reasonably be necessary in order that the receipt by this Agreement, as the Relevant Recipients of all information required by to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply their obligations under Article 7(1)(b5(1)(e) of the EU Securitisation RegulationsRegulation; provided that, the Designated Reporting Entity shall not be obliged to agree to either clause (A) or clause (B); provided further that, the absence of such agreement by the Designated Reporting Entity may give rise to an EU Transparency Requirements Satisfaction Deficiency; and
(ii) the Designated Reporting Entity will not be in breach of this Section 10.26 if the Designated Reporting Entity fails to meet its obligations under this Section 10.26 due to events, actions or circumstances beyond the Designated Reporting Entity’s control so long as such events, actions or circumstances are continuing (as determined by the Designated Reporting Entity or the Servicer); provided that, the Designated Reporting Entity shall be required to meet its obligations under this Section 10.26 as soon as practicable following the conclusion of such events, actions or circumstances (as reasonably determined by the Designated Reporting Entity or the Servicer).
(c) Each party to this Agreement, without prejudice to its rights hereunder and without accepting any liability, acknowledges that it has received as of the Effective Date the Transaction SummarySummary and copies of the Transaction Documents.
(d) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstandingThe Designated Reporting Entity shall make available, the Company shall or procure that there is made available, to the Servicer shall:
Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) prepare by having them posted to a secured website to which Relevant Recipients are given access upon request in writing to the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer and compile the Agent (using acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer shall reasonably assist the Designated Reporting Entity in complying with its obligations under this Section 10.26, including without limitation by providing to the Designated Reporting Entity such information (or access to such information) in relation to the Collateral, (i) that is in the possession of the Servicer, (ii) that is not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized, aggregated or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure) and (iii) that is not otherwise in the Designated Reporting Entity’s possession, required by the Designated Reporting Entity for compliance with its obligations under this Section 10.26; provided that, the Servicer shall not be responsible or liable for failing to provide any reports, data and other information relating that the Servicer is unable to procure or source using reasonable efforts.
(f) The Designated Reporting Entity shall be entitled to appoint one or more agents (and is permitted to incur fees and expenses in connection therewith) to prepare, or assist in the preparation of, the Transparency Reports or data required to be included therein and/or to make available the Transparency Reports on behalf of the Designated Reporting Entity and each of the Designated Reporting Entity, the Servicer, and the Agent acknowledges and agrees that:
(i) such an agent shall not have any duty to monitor, enquire or satisfy itself as to the Receivables veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 10.26 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the obligations of the Designated Reporting Entity under this Section 10.26;
(andii) such an agent shall not be liable, and have no responsibility, for any non-publication or late publication of the Transparency Reports or any errors in the Transparency Reports to the extent necessarysuch failure, its business and/or operations) available delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed such agent by the method of distribution and with the frequency in each case as contemplated Designated Reporting Entity or by the Transparency RequirementsServicer;
(iii) such an agent shall not assume any responsibility for the obligations of the Designated Reporting Entity under this Section 10.26 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.26;
(iv) any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of such an agent for the information provided therein; and
(iiv) make available such an agent assumes no responsibility or liability to each any Relevant Recipient:Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(Ag) each Receivables Report The assumption by the Designated Reporting Entity and each the Servicer of their respective obligations under Section 10.26 does not constitute a representation, guarantee or agreement by either of them that the fulfillment of such obligations will be sufficient to permit EU/UK Institutional Investor Report;
(B) any information required Lenders to be disclosed pursuant to comply their obligations under Article 7(15(1)(e) of the EU Securitisation Regulations as provided by the Company Regulation or Holdings; and
(CArticle 5(1)(f) copies of the relevant Credit Documents UK Securitisation Regulation, as applicable. Neither the Designated Reporting Entity nor the Servicer shall be responsible for monitoring changes to the EU Transparency Requirements as in final form and a copy of force on the Transaction Summary required to be disclosed not later than the Closing Effective Date.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Ares Strategic Income Fund)
Transparency Requirements. (a) In relation to the reporting obligations under the Transparency Requirements, The Issuer hereby agrees that it shall be designated pursuant to Article 7(2) of the Securitisation Regulations, the Company and the Originator hereby designate the Company each Securitization Regulation as the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency Requirements.
(b) The Company agrees to assume all costs of complying with fulfill the Transparency Requirements (including all properly incurred costs the “Reporting Entity”). As the Reporting Entity, the Issuer hereby agrees and expenses further covenants that it will make available to the Holders, potential investors in the Debt, any Competent Authority, the Trustee, the Placement Agent and the Collateral Manager (including legal feestogether, the “Relevant Recipients”) the Loan Reports, the Investor Reports and any information or reports in respect of all parties incurred for this purpose).
Significant Events necessary to fulfill any applicable reporting obligations under the Transparency Requirements and the documentation and information referred to in paragraphs (1)(b) and (c) By entering into this Agreementof Article 7 of each Securitization Regulation, each Lender acknowledges receipt of
including the final versions of certain Transaction Documents and the Offering Circular. The Issuer shall also determine (iwhich determination may be made in consultation with the Collateral Manager) all underlying documents that are necessary for the understanding of the transaction contemplated by this Agreement, as required by Article 7(1)(b) of the Securitisation Regulations; and
(ii) the Transaction Summary.
(d) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstanding, the Company shall procure that the Servicer shall:
(i) prepare and compile (using whether any reports, data and other information relating is necessary or essential in connection with the preparation of any Loan Reports, Investor Reports and any reports in respect of Significant Events that are required in connection with the proper performance of its obligations pursuant to the Receivables Transparency Requirements (andsuch reports, collectively, the “Transparency Reports”). As more fully described in, and subject to, the Collateral Administration Agreement, the Collateral Administrator shall cause compilation of the Transparency Reports and provide such reports to the extent necessary, Issuer (or its business and/or operations) available to it or within its controldesignee), a Receivables report which the Issuer shall (through the “Receivables Report”) Collateral Administrator acting on the Issuer’s behalf and an investor report (the “Investor Report”) in the form, with the content, distributed by the method of distribution and with the frequency in each case as contemplated by the Transparency Requirements; and
(iidescribed below) make available to or provide to the Relevant Recipients (a) in the case of the Loan Reports and Investor Reports, beginning no later than one month after the first Payment Date and thereafter on a quarterly basis and within one month of each subsequent Payment Date or once Revised Templates are available, the Issuer (through the Collateral Administrator acting on its behalf) may provide information in the form of the Revised Templates, commencing on a date reasonably determined by the Issuer (which determination may be made in consultation with the Collateral Manager and no earlier than one month following the implementation of the Revised Templates unless a shorter period is agreed by the Issuer, the Collateral Manager, the EU/UK Retention Holder and the Collateral Administrator); provided that, if the Issuer does not agree to provide information in the form of the Revised Templates, the Issuer (through the Collateral administrator acting on its behalf) shall continue to provide the information in the form required prior to the adoption of the Revised Templates in accordance with this Indenture and (b) in the case of any Significant Events, without delay. The Issuer shall also be entitled (with the consent of the Collateral Manager at the cost and expense of the Issuer, subject to and in accordance with the Priority of Payments) to appoint a Reporting Agent to prepare, or assist in the preparation of, the Transparency Reports and/or to make such information available to any Relevant Recipient:
Recipients. The Collateral Administrator will compile the Transparency Reports on behalf of the Issuer and make available such Transparency Reports on behalf of the Issuer in accordance with the Transparency Requirements via (Ai) posting on a website currently located at xxxxx://xxxxx.xxxxxx.xxx (or such other website as may be notified in writing by the Collateral Administrator to the Issuer, the Collateral Trustee, the Placement Agent, the Collateral Manager, the EU/UK Retention Holder and the Holders) (the “Reporting Website”) accessible to any Relevant Recipient and (ii) such other method of dissemination as is required by each Receivables Report Securitization Regulation. The Issuer shall, upon request by the EU/UK Retention Holder and each Investor Report;
subject to the terms of the Collateral Administration Agreement, direct the Collateral Administrator to make available the documentation and information referred to in paragraphs (B1)(b) any information required to be disclosed pursuant to Article 7(1and (c) of the Securitisation Regulations as provided by the Company or Holdings; and
(C) copies Article 7 of the relevant Credit Documents in final form and a copy of the Transaction Summary required to be disclosed not later than the Closing Date.each
Appears in 1 contract
Samples: Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Transparency Requirements. (a) In relation The Issuer agrees in accordance with Article 7(2) of each of the Securitisation Regulations to be designated pursuant to Article 7(2) of each of the Securitisation Regulations as the designated entity required to fulfill the Transparency Requirements, (the “Reporting Entity”) and to make available the information required by the Transparency Requirements to the persons and by the means specified therein (including without limitation upon becoming aware of the occurrence of any of the events specified in Articles 7(1)(f) and 7(1)(g) of the Securitisation Regulations). As the Reporting Entity, the Issuer hereby agrees and further covenants that it will make available to the Holders, any potential investors in the Notes (upon request thereby) and the Competent Authorities (as defined under the Securitisation Regulations) the documents, reports and information necessary to fulfill any applicable reporting obligations under the Transparency Requirements. The Issuer shall also determine (which determination may be made in consultation with the Asset Manager) whether any reports, pursuant to Article 7(2) data and other information is necessary or essential in connection with the preparation of the Securitisation Regulationsany loan level reports, investor reports and any reports in respect of inside information and significant events (such reports, collectively, the Company and the Originator hereby designate the Company as the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the “Transparency RequirementsReports”).
(b) The Company agrees to assume all costs of complying Collateral Administrator shall compile the Transparency Reports in accordance with the ESMA reporting side letter entered into on or around the date hereof by the Issuer, the Collateral Administrator and the Asset Manager (the “ESMA Reporting Side Letter” and the terms contained therein in respect of the timing, frequency and method of distribution of the Transparency Requirements (including all properly incurred costs Reports by the Collateral Administrator and expenses (including legal fees) the content of all parties incurred for this purposesuch Transparency Reports, the “Reporting Terms”).
(c) By entering into this AgreementThe Collateral Administrator shall make such Transparency Reports (together with the Transaction Documents, each Lender acknowledges receipt of
the Final Offering Memorandum, and any other information required to be disclosed pursuant to the Transparency Requirements, as provided to it by the Asset Manager and the Issuer) (the Transparency Reports and any such other documents or information, the “Reportable Information”) available on its website, initially located at htxxx://xxxxx.xxxxxx.xxx (or other such website as may be notified in writing by the Collateral Administrator to the Issuer, the Trustee, the Asset Manager, the Initial Purchaser, and the Holders of a beneficial interest in any Notes from time to time who are institutional investors for purposes of the Securitisation Regulations (any such website of the Collateral Administrator, the “Reporting Website”)). The Reporting Website shall, unless otherwise instructed by the Issuer (or the Asset Manager on its behalf), be accessible to any person who certifies to the Issuer and the Collateral Administrator that it is: (i) all underlying documents that are necessary the Trustee, (ii) the Issuer, (iii) the Asset Manager, (iv) the Initial Purchaser, (v) the Holder of a beneficial interest in any Notes from time to time who is an institutional investor for the understanding of the transaction contemplated by this Agreement, as required by Article 7(1)(b) purposes of the Securitisation Regulations; and
, (vi) a Competent Authority (as defined under the Securitisation Regulations) and (vii) a potential investor in the Notes who is an institutional investor for purposes of the Securitisation Regulations, in each case in the form of the certification attached hereto as Exhibit A (the “Certification”), which Certification may be provided electronically. In addition, the Collateral Administrator shall publish any event-based disclosure on the Reporting Website to the extent and as provided by the Issuer or the Asset Manager to the Collateral Administrator in the manner and form set forth in the Reporting Terms. The Issuer, Asset Manager and the Trustee may also access the Reporting Website, which may be the same website used by the Trustee under the Indenture. For the purposes of posting Transaction Documents, the Final Offering Memorandum and other related documentation, the Issuer or the Asset Manager shall provide the Collateral Administrator with such documentation (by email and in pdf format) and the relevant instructions, and other necessary information and data, as the case may be, in each case in sufficient time before the date on which the Issuer requires such documentation or applicable reports to be made available on the Reporting Website. For the avoidance of doubt, (i) any drafts of the Transaction Documents which were made available by the Issuer on the Reporting Website prior to the issuance of the Notes shall be removed from such website upon the posting of the final Transaction Documents as described above and (ii) Transaction Documents may be removed, replaced and/or supplemented to the Transaction Summaryextent such documents are amended or replaced after the date hereof, including without limitation in connection with a Refinancing.
(d) For as long as The Issuer (with the consent of the Asset Manager) shall be entitled to appoint Reporting Agents to assist them with providing such data to the Collateral Administrator provided that prior written notice of such appointment is given to the Collateral Administrator. The Collateral Administrator may rely without liability on any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstandingsuch data received from the Asset Manager, the Company Issuer or any of their agents (including any Reporting Agent) and shall procure that have no liability to verify the Servicer shall:accuracy of such data. The Collateral Administrator shall be entitled to treat any such data received from any agent of the Issuer or the Asset Manager (including any Reporting Agent) as if such data was received from the Issuer or the Asset Manager, as applicable. The Collateral Administrator shall not be liable, and have no responsibility, for the failure to complete the Transparency Report, the non-publication or late publication of the Transparency Report or any errors in the Transparency Report to the extent such failure, delay or error results from incomplete or incorrect data or any delay in data being provided to the Collateral Administrator from the Issuer, the Asset Manager or any of their agents (including any Reporting Agent) or data not being provided in the format agreed with the Collateral Administrator. If the Collateral Administrator is uncertain as to how any data field in a Transparency Report should be populated, it may seek instructions from the Asset Manager or the Issuer and may rely without liability on any instructions received.
(ie) prepare The Issuer shall provide, or cause to be provided, to the Collateral Administrator all necessary information as may be required for the Collateral Administrator to compile the Transparency Reports on behalf of the Issuer. The Asset Manager shall use reasonable commercial efforts to cooperate with and compile provide to the Collateral Administrator (using or any applicable Reporting Agent) and the Issuer any reports, data and other information relating to the Receivables (Assets and, to the extent necessary, its the business and/or operations) available to it or within its control)operations of the Asset Manager, a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed by the method of distribution and with the frequency in each case reasonably available to the Asset Manager, and that the Issuer may in consultation with the Asset Manager, determine to be necessary or essential in connection with the preparation of the Transparency Reports and in sufficient time before the date on which the Issuer requires such reports or information to be made available on the Reporting Website. In addition, the Issuer (or the Asset Manager on its behalf) shall provide any necessary instructions to the Collateral Administrator in respect of the compilation, preparation and/or provision of the Transparency Reports.
(f) The Collateral Administrator shall not be liable for the accuracy or completeness of the information or data that has been provided to it and the Collateral Administrator shall not be obligated to verify, audit, re-compute, reconcile, recalculate or otherwise independently investigate the veracity, accuracy, genuineness or completeness of any such information, document or data, or its sufficiency for any purpose (including without limitation for purposes of the Transparency Requirements or Securitisation Regulations). The Collateral Administrator shall not be liable for failing to perform, or for any delay in compiling or making available the Transparency Reports or any other Reportable Information, or for any errors, which results from or is caused by a failure or delay or error on the part of the Issuer, the Asset Manager or any other Person in furnishing necessary, timely and accurate information to the Collateral Administrator. To the extent any Transparency Reports or other Reportable Information are made available to any Person on the Reporting Website, such Transparency Reports and Reportable Information shall for all purposes be deemed to have been made available by the Issuer, and the Issuer shall remain solely responsible for ensuring that the provision of such Transparency Reports and Reportable Information satisfies the requirements of the Transparency Requirements and any other applicable laws, including, without limitation, applicable securities laws.
(g) For the avoidance of doubt, the Collateral Administrator will not assume any responsibility for, or obligation under, the Securitisation Regulations and will not assume any responsibility for the Issuer’s or any Holder’s obligations under the Securitisation Regulations. In providing such services, the Collateral Administrator (i) assumes no responsibility to the Holders, any potential investor in the Notes, any Competent Authorities (as contemplated defined under the Securitisation Regulations) or any other party (other than the Issuer as provided in and subject to the terms of this Agreement), whether under or with respect to the Securitisation Regulations, or with respect to any such party’s use or onward disclosure of any documents posted on the Reporting Website or any information contained in such documents, or otherwise, (ii) shall not be responsible for monitoring or verifying the Issuer’s or any other party’s compliance with the Transparency Requirements or the Securitisation Regulations and (iii) shall have the benefit of all of the powers, protections, immunities and indemnities granted to it under this Agreement , the other Transaction Documents and the ESMA Reporting Side Letter. Any reports complied by the Collateral Administrator, including without limitation such reports as may be posted, and any other documents or information that may be posted, to the Reporting Website, and the Reporting Website itself, may include disclaimers excluding liability of the Collateral Administrator for the information provided therein.
(h) The Collateral Administrator shall not have any duty (i) to verify or investigate on an independent basis the veracity, genuineness, accuracy or completeness of any documentation provided to it by the Issuer, the Asset Manager, any Reporting Agent or any other party or whether the Reportable Information is sufficient for any purpose (including without limitation for purposes of, or for compliance with, the Securitisation Regulations), or (ii) to determine whether or not the provision of such documents, or other information, and making the same available via the Reporting Website, satisfies the Transparency Requirements or the Securitisation Regulations.
(i) The Collateral Administrator shall be entitled to rely conclusively upon any instructions it receives from, and any determinations made by, the Issuer or the Asset Manager, in respect of the preparation, provision or accessibility of the Transparency Reports, other Reportable Information or the acceptance of a Certification in respect thereof and the Collateral Administrator shall have no obligation, responsibility or liability whatsoever for actions taken (or forbearance from action undertaken) pursuant to and in accordance with such instructions or determinations.
(j) The Issuer confirms that it (or the Asset Manager on its behalf) will be solely responsible for handling and responding to any inquiries raised by Holders of the Notes, potential Holders of the Notes or competent authorities having access to any Reportable Information (including without limitation, any Transparency Reports) on the Reporting Website and agrees that the Collateral Administrator shall have no responsibility for dealing with such inquiries.
(k) The Collateral Administrator shall not assume or have any responsibility or liability for monitoring or ascertaining whether any person to whom it makes any Reportable Information (including without limitation, any Transparency Reports) available on the Reporting Website falls within the category of persons permitted or required to receive such information under the Transparency Requirements or Securitisation Regulations. The Collateral Administrator shall be entitled to conclusively rely upon any Certification provided to it, as described this Section 2B (which may be provided electronically), and the Collateral Administrator shall be entitled to conclusively assume that each such person is a person to whom the Reportable Information (including without limitation, any Transparency Reports) should be made available on the Reporting Website and shall not be liable to anyone whatsoever for so relying, assuming or doing.
(l) For the avoidance to doubt, (i) this Section 2B, Exhibit A hereto and the ESMA Reporting Side Letter may be amended by agreement in writing (which may be by way of email) between the Asset Manager, the Collateral Administrator and the Issuer and the prior written consent of the Holders of the Notes will not be required and (ii) any amendments, modifications or other updates to the Securitisation Regulations, the Transparency Requirements; and, or the forms of the Transparency Reports (in each case, as in effect as of the date hereof) shall not affect the duties of the Collateral Administrator hereunder until such time as this Agreement or the ESMA Reporting Side Letter, as applicable, is amended to effect any such changes.
(iim) make available Notwithstanding anything to each Relevant Recipient:the contrary in this Agreement, the Collateral Administrator shall be entitled to resign from its obligations hereunder and under the ESMA Reporting Side Letter to prepare the Transparency Reports or post other Reportable Information on the Reporting Website; provided that any such resignation or termination of appointment of the Collateral Administrator shall be only in respect of the Collateral Administrator’s obligations to provide the Transparency Reports and/or posting such information to the Reporting Website under this Agreement and the ESMA Reporting Side Letter and shall be without prejudice to the Collateral Administrator’s other obligations under this Agreement which shall not be affected by any such resignation or termination. No termination of the appointment of the Collateral Administrator to prepare the Transparency Reports and/or posting Reportable Information to the Reporting Website shall be effective until the date on which a successor Reporting Agent reasonably acceptable to the Issuer and the Asset Manager (such acceptance not to be unreasonably withheld or delayed) has agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant to this Agreement and the ESMA Reporting Side Letter with respect to the provision of the Transparency Reports and/or other Reportable Information. If a Reporting Agent does not succeed to the Collateral Administrator within 60 days after termination of the appointment of the Collateral Administrator to prepare the Transparency Reports or post other Reportable Information, the Collateral Administrator, the Issuer, or the Asset Manager may petition a court of competent jurisdiction for the appointment of a successor Reporting Agent.
(An) each Receivables Report and each Investor Report;
(B) any information required to be disclosed pursuant to Article 7(1) Each of the Securitisation Regulations as provided Issuer and the Asset Manager acknowledge and agree that information, reports and documents posted on the Reporting Website shall be downloadable by any person with access to the Company Reporting Website, including any potential investor in the Notes. Any reports, information or Holdings; and
(C) copies documentation uploaded to the Reporting Website may include disclaimers excluding the liability of the relevant Credit Documents in final form and a copy of Collateral Administrator for the Transaction Summary required to be disclosed not later than the Closing Dateinformation provided therein.
Appears in 1 contract
Samples: Collateral Administration Agreement (Ares Capital Corp)
Transparency Requirements. (a) In relation to the reporting obligations under the Transparency Requirements, The Issuer hereby agrees that it shall be designated pursuant to Article 7(2) of the Securitisation Regulations, the Company and the Originator hereby designate the Company Securitization Regulations as the designated entity required to fulfil fulfill the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency Requirements.
(b) The Company agrees to assume all costs of complying with the EU/UK Transparency Requirements (including all properly incurred costs the “Reporting Entity”). As the Reporting Entity, the Issuer hereby agrees and expenses further covenants that it will make available to the Holders, any potential investors in the Debt (including legal feesupon request thereby) of all parties incurred for this purpose).
and the competent authorities (cas determined under the Securitization Regulations) By entering into this Agreement(together, each Lender acknowledges receipt of
(i) all underlying documents that are necessary for the understanding of the transaction contemplated by this Agreement, as required by Article 7(1)(b) of the Securitisation Regulations; and
(ii“Relevant Recipients”) the Transaction Summary.
documents, reports and information necessary to fulfill any applicable reporting obligations under the EU/UK Transparency Requirements. The Issuer shall also determine (dwhich determination may be made in consultation with the Collateral Manager) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstanding, the Company shall procure that the Servicer shall:
(i) prepare and compile (using whether any reports, data and other information relating is necessary or essential in connection with the preparation of any loan level reports, investor reports and any reports in respect of inside information and significant events (such reports, collectively, the “Transparency Reports”). As more fully described in, and subject to, the Collateral Administration Agreement, the Collateral Administrator shall compile the Transparency Reports and provide such reports to the Receivables Issuer (and, to the extent necessary, or its business and/or operationsdesignee) so that it may be made available to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed by the method of distribution and Issuer in accordance with the frequency in each case as contemplated by the Transparency Requirements; and
provided that the Issuer may make the Transparency Reports available via the website of the Collateral Administrator which shall be accessible to any applicable competent authority and any other person who certifies to the Issuer and the Collateral Administrator (iisuch certification to be in the form set out in the Collateral Administration Agreement) that it is a Relevant Recipient. The Issuer (or the Collateral Manager on behalf of the Issuer) shall also appoint a Reporting Agent to prepare, or assist in the preparation of, the Transparency Reports and/or to make such information available to each any Relevant Recipient:
(A) each Receivables Report and each Investor Report;
(B) any information required to be disclosed pursuant to Article 7(1) of the Securitisation Regulations as provided by the Company or Holdings; and
(C) copies of the relevant Credit Documents in final form and a copy of the Transaction Summary required to be disclosed not later than the Closing DateRecipients.
Appears in 1 contract
Samples: Second Supplemental Indenture (Silver Point Specialty Lending Fund)
Transparency Requirements. (a) In relation The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the reporting obligations under Agent, the Transparency RequirementsCollateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority (together, the “Relevant Recipients”):
(i) on a quarterly basis no later than one month after the Distribution Date falling in March 2024 and one month after each subsequent Distribution Date (each such date, the “Reporting Deadline”), a Loan Report and Investor Report in respect of such Distribution Date with the data in such Loan Report being as of the Determination Date immediately preceding such Distribution Date; and
(ii) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided, that (A) the Designated Reporting Entity shall only be required to complete, or procure completion of, fields in Loan Reports and Investor Reports to the extent that the information required to complete the relevant field is in the Borrower’s, the Collateral Agent’s or the Collateral Manager’s possession, or, if not in the Borrower’s, the Collateral Agent’s or the Collateral Manager’s possession, such information can be obtained using commercially reasonable efforts; (B) the Designated Reporting Entity shall only be required to provide notification of any Significant Event to the extent that a notification or report in respect of the relevant event has not otherwise been provided by any person pursuant to Article 7(2any other provision of any Transaction Document; and (C) the Designated Reporting Entity shall have no obligation to deliver any such information if, as determined by the Designated Reporting Entity in its sole good faith discretion, doing so would violate any internal compliance policies of the Securitisation RegulationsDesignated Reporting Entity or the Retention Holder or could reasonably be expected to result in a violation of, or could reasonably be expected to otherwise be prohibited by, any Applicable Law, rule or regulation applicable to the Company and Designated Reporting Entity or the Originator hereby designate Retention Holder (including, for the Company as avoidance of doubt, any rule or regulation adopted by the designated entity required to fulfil the reporting obligations of Article 7(1) of the Securitisation Regulations, and the Company accepts such designation and agrees to take all necessary steps required to fulfil the Transparency RequirementsSEC or any other applicable regulatory authority).
(b) The Company agrees to assume all costs of complying with Borrower, the Transparency Requirements (including all properly incurred costs Lenders and expenses (including legal fees) of all parties incurred for this purpose).
(c) By entering into this Agreement, each Lender acknowledges receipt ofthe Agent agree that:
(i) all underlying documents neither the Designated Reporting Entity nor the Collateral Manager shall be responsible for monitoring changes to the UK Securitisation RegulationFramework , the EU Securitisation Regulation or the EU Transparency Requirements, as each are in force on the Fourth Amendment Effective Date, and, upon notification by the Agent and/or one or more EU/UK Institutional Investor Lenders of any changes to the EU Transparency Requirements following the Fourth Amendment Effective Date, the parties hereto shall use commercially reasonable efforts to agree (A) that are necessary references to Loan Report and/or Investor Report shall refer to the relevant updated form published by the ESMA and/or as otherwise required for the understanding purpose of the transaction contemplated EU Transparency Requirements from time to time and/or (B) to amend this Section 10.26 to provide for the Designated Reporting Entity to assume such additional reporting obligations as may reasonably be necessary in order that the receipt by this Agreement, as the Relevant Recipients of all information required by to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 7(1)(b5(1)(e) of the EU Securitisation RegulationsRegulation; provided that the Designated Reporting Entity shall not be obliged to agree to either clause (A) or (B); and
(ii) the Designated Reporting Entity will not be in breach of this Section 10.26 if the Designated Reporting Entity fails to meet its obligations under this Section 10.26 due to events, actions or circumstances beyond the Designated Reporting Entity’s control so long as such events, actions or circumstances are continuing (as determined by the Designated Reporting Entity or the Collateral Manager); provided that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.26 as soon as practicable following the conclusion of such events, actions or circumstances (as reasonably determined by the Designated Reporting Entity or the Collateral Manager).
(c) Each party to this Agreement (other than the Designated Reporting Entity), without prejudice to its rights hereunder and without accepting any liability, acknowledges that it has received from the Designated Reporting Entity as of the Fourth Amendment Effective Date, the Transaction SummarySummary and copies of the Transaction Documents.
(d) For as long as any Class A Obligations (other than inchoate indemnification obligations for which a claim has not been made) remain outstandingThe Designated Reporting Entity shall make available, the Company shall or procure that there is made available, to the Servicer shall:
Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) prepare by having them posted to the Reporting Website to which Relevant Recipients are given access upon request in writing to the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Collateral Manager and compile the Agent (using acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Collateral Manager shall use reasonable efforts to assist the Designated Reporting Entity in complying with its obligations under this Section 10.26, including by providing to the Designated Reporting Entity such information (or access to such information) in relation to the Collateral, (i) which are in the possession of the Collateral Manager, (ii) which are not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized, aggregated or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure) and (iii) which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity with its obligations under this Section 10.26 provided that (A) the Collateral Manager shall not be responsible or liable for failing to provide any reports, data and other information relating that the Collateral Manager is unable to procure or source using reasonable efforts and (B) the Collateral Manager shall have no obligation to deliver any such information if, as determined by the Collateral Manager in its sole good faith discretion, doing so would violate any internal compliance policies of the Collateral Manager or the Retention Holder or could reasonably be expected to result in a violation of, or could reasonably be expected to otherwise be prohibited by, any Applicable Law, rule or regulation applicable to the Receivables Collateral Manager or the Retention Holder (andincluding, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(f) The Designated Reporting Entity shall be entitled to appoint one or more agents (including the Collateral Agent) (and is permitted to incur fees and expenses in connection therewith) to prepare, or assist in the preparation of, the Transparency Reports or data required to be included therein and/or to make available the Transparency Reports on behalf of the Designated Reporting Entity and each of the Designated Reporting Entity, the Collateral Manager, and Agent acknowledges and agrees that:
(i) such an agent or the Collateral Agent (as applicable) 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 10.26 or whether or not the provision of such information, reports or documentation accords with, and is sufficient to satisfy the obligations of the Designated Reporting Entity under this Section 10.26;
(ii) such an agent or the Collateral Agent (as applicable) shall not be liable, and have no responsibility, for any non-publication or late publication of the Transparency Reports or any errors in the Transparency Reports to the extent necessarysuch failure, its business and/or operations) available delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to it or within its control), a Receivables report (the “Receivables Report”) and an investor report (the “Investor Report”) in the form, with the content, distributed such agent by the method of distribution and with the frequency in each case as contemplated Designated Reporting Entity or by the Transparency RequirementsCollateral Manager;
(iii) such an agent or the Collateral Agent (as applicable) shall not assume any responsibility for the obligations of the Designated Reporting Entity under this Section 10.26 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.26;
(iv) any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of such an agent or the Collateral Agent (as applicable) for the information provided therein; and
(iiv) make available such an agent or the Collateral Agent (as applicable) assumes no responsibility or liability to each any Relevant Recipient:Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(Ag) each Receivables Report The assumption by the Designated Reporting Entity and each the Collateral Manager of their respective obligations under Section 10.26 does not constitute a representation, guarantee or agreement by either of them that the fulfillment of such obligations will be sufficient to permit EU/UK Institutional Investor Report;
(B) any information required Lenders to be disclosed pursuant to comply with their obligations under Article 7(15(1)(e) of the EU Securitisation Regulations Regulation or Article 5(1)(e) of the UK Securitisation Regulationthe UK Due Diligence Requirements, as provided by applicable. Neither the Company or Holdings; andDesignated Reporting Entity nor the Collateral Manager shall be responsible for monitoring changes to the EU Transparency Requirements as in force on the Fourth Amendment Effective Date.
(Ch) copies of Notwithstanding anything to the relevant Credit Documents contrary herein, the requirements set forth on the Designated Reporting Entity and the Collateral Agent in final form and a copy of this Section 10.26 shall not be applicable to the Transaction Summary required to be disclosed not later than the Closing Dateextent they are in contravention with Applicable Law.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Blue Owl Capital Corp III)