TRANSPARENCY REPORTS. (a) On and following the EU/UK Reporting Effective Date, the Borrower (the “Designated Reporting Entity”) hereby agrees to be designated, pursuant to Article 7(2) of the Securitisation Regulations, as the designated entity required to fulfil the Transparency Requirements for the transaction contemplated by this Agreement, and agrees to use commercially reasonable efforts to make available to the Affected Lenders, any potential investor herein (as determined by the Collateral Manager) and the competent authorities (as determined under the Securitisation Regulations) (together, the “Relevant Recipients”) the documents, reports and information necessary to fulfil any applicable reporting obligations under the Transparency Requirements, including the Transparency Reports and any information on any “significant events” required to be disclosed under Article 7(1)(g) of each Securitisation Regulation. (b) The Designated Reporting Entity shall only be required to use commercially reasonable efforts to fulfil the Transparency Requirements (i) to the extent that such required information 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 and (ii) on and following the EU/UK Reporting Effective Date. (c) The parties agree that: (i) the Designated Reporting Entity will not be in breach of this Section 8.10 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 continuing; and (ii) the Designated Reporting Entity is only bound by this Section 8.10 to the extent that the disclosure requirements under Article 7 of the Securitisation Regulations 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) The Borrower hereby directs the Collateral Agent to provide to the Designated Reporting Entity’s third party reporting entities: (i) access to the Collateral Agent’s reporting website (available at https://pivot.usbank.com (or such other website as may be notified by the Collateral Agent to the Borrower, the Designated Reporting Entity and the Collateral Manager)) (the “Reporting Website”), which shall include the Collateral Report, on each date a Collateral Report is delivered; and (ii) such additional information (or access to such information) as reasonably requested by the Designated Reporting Entity’s third party reporting entity in relation to the Collateral which is in the Collateral Agent’s possession, promptly following such request. The Collateral Agent shall reasonably cooperate and provide prompt responses in relation to any reasonable queries on the information in (i) and (ii) requested by the Designated Reporting Entity’s third party reporting entity. (e) On and following the EU/UK Reporting Effective Date, the Collateral Manager shall, in compliance with the Servicing Standard, assist the 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) which is in the possession of the Collateral Manager, (ii) which is not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure), (iii) which is not available to the Designated Reporting Entity under paragraph (d) above and not otherwise in the Designated Reporting Entity’s possession, and (iv) which is 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 that the Collateral Manager is unable to procure or source using reasonable efforts. (f) On and following the EU/UK Reporting Effective Date, the Designated Reporting Entity shall use commercially reasonable efforts to compile: (i) a Loan Report (i) in the form published as at the date of this Agreement at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN as Annex IV (or any updated form published by ESMA and/or as otherwise required or permitted under the EU Securitisation Regulation) and (ii) in the form published as at the date of this Agreement at https://www.fca.org.uk/publication/fca/annex4_underlying_exposures-corporate.xlsx (or any updated form published by the FCA and/or as otherwise required or permitted under the UK Securitisation Regulation) (the “Loan Report”); and (ii) an Investor Report (i) in the form published as at the date of this Agreement at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN as Annex XII (or any updated form published by ESMA and/or as otherwise required or permitted under the EU Securitisation Regulation) and (ii) in the form published as at the date of this Agreement at https://www.fca.org.uk/publication/fca/annex12_investor_report_non_abcp_securitisation.xlsx (or any updated form published by the FCA and/or as otherwise required or permitted under the UK Securitisation Regulation) (the “Investor Report” and together with the Loan Report, the “Transparency Reports”). (g) The Collateral Manager and the Designated Reporting Entity shall be entitled to appoint 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 shall provide each compiled Transparency Report, to the Collateral Agent. Once the Transparency Reports have been provided to the Collateral Agent, the Collateral Agent shall promptly post such Transparency Reports on the Reporting Website (or such other website as may be notified by the Collateral Agent to the Borrower, the Designated Reporting Entity and the Collateral Manager), and in any event, no later than 30 calendar days following each Quarterly Payment Date. The Collateral Agent shall grant access to the Reporting Website to any person who is identified to it in writing as a Relevant Recipient by the Collateral Manager or the Designated Reporting Entity. 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 Agent shall have no responsibility for dealing with any such queries, provided that, the Collateral Agent shall notify the Designated Reporting Entity (or the Collateral Manager on its behalf) of such queries. (i) On and following the EU/UK Reporting Effective Date, the Designated Reporting Entity shall, without delay, disclose information on any “significant events” required to be disclosed under Article 7(1)(g) of each Securitisation Regulation. (j) The Designated Reporting Entity will use reasonable efforts to procure, subject to the Collateral Manager providing the necessary information to the Collateral Agent, that the Collateral Agent will distribute to any Affected Lender or potential Affected Lender copies of the relevant Loan Documents as the same are required to be disclosed pursuant to Article 7 of the Securitisation Regulation as provided by the Designated Reporting Entity (or the Collateral Manager) to the Collateral Agent and acting on the instructions of the Designated Reporting Entity (or the Collateral Manager on its behalf). (k) The Collateral 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 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 Agent 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 Agent for the information provided therein. The Collateral Agent will not assume any responsibility for the Borrower’s or any other Person’s obligations as the entity responsible to fulfil the reporting or other obligations under the Transparency Requirements. In providing such information and granting access to the Transparency Reports, the Collateral Agent 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 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 Agent shall not have any duty to monitor, enquire or satisfy itself as to the veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 8.10 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 and in accordance with such instructions or determinations), and shall have no obligation, responsibility or liability whatsoever for the provision of documentation, reports and information on the Reporting Website or by such method of dissemination as is required by the Securitisation Regulation (as instructed by the Designated Reporting Entity (or the Collateral Manager on its behalf) and as agreed with the Collateral Agent). (l) The Collateral Agent shall have no obligation to verify or monitor compliance by the Borrower or any other party with the Securitisation Regulations or any other rule, law or regulation. The Collateral Agent shall act solely as an agent for the Borrower in posting information or documents to the Reporting Website and shall be entitled to conclusively rely upon any instructions given by (and any determination made by), or on behalf of, the Borrower (or the Collateral Manager on its behalf). In no event shall the Collateral Agent be deemed to make any representation or warranty in respect of the content of any posted documents, the content of the Reporting Website or compliance of the Reporting Website with this Agreement, or the Securitisation Regulations. In addition, in connection with providing access to the Reporting Website, the Collateral Agent shall be entitled to require from any potential purchaser or investor any other information reasonably requested by the Collateral Agent in connection with a potential purchaser or investor gaining access to the Reporting Website. (m) The Borrower will assume all costs of complying with the reporting requirements under the Transparency Requirements and, if applicable, shall reimburse each of the Collateral Manager and/or the Collateral Agent for any such costs incurred by the Collateral Manager or the Collateral Agent in connection with their assisting the Borrower with the preparation and/or filing of such information and reports required pursuant to the provisions of the Transparency Requirements. All costs of complying with the reporting requirements under the Transparency Requirements shall be paid as Administrative Expenses. (n) To the extent the entity acting as Collateral Agent is also acting as Collateral Administrator, the rights, privileges, immunities and indemnities of the Collateral Agent set forth in this Agreement shall also apply to it in its capacity as the Collateral Administrator.
Appears in 1 contract
TRANSPARENCY REPORTS. (a) On and following the EU/UK Reporting Effective Date, the The Borrower (the “Designated Reporting Entity”) hereby agrees to be designated, pursuant to Article 7(2) of the Securitisation Regulations, as the designated entity required to fulfil the Transparency Requirements for the transaction contemplated by this Agreement, and agrees to use commercially reasonable efforts to make available to the Affected LendersPerson, any potential investor herein (as determined by the Collateral Manager) and the competent authorities (as determined under the Securitisation Regulations) (together, the “Relevant Recipients”) the documents, reports and information necessary to fulfil any applicable reporting obligations under the Transparency Requirements, including the Transparency Reports and any information on any “significant events” required to be disclosed under Article 7(1)(g) of each Securitisation Regulation. For the purposes of the Transparency Requirements, the first reporting date for the Transparency Reports (as defined below) will be no later than the date falling 30 calendar days after the first Quarterly Reporting Date.
(b) The Designated Reporting Entity shall only be required to use commercially reasonable efforts to fulfil the Transparency Requirements (i) to the extent that such required information 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 and (ii) on and following the EU/UK Reporting Effective Dateefforts.
(c) The parties agree that: (i) the Designated Reporting Entity will not be in breach of this Section 8.10 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 continuing; and (ii) the Designated Reporting Entity is only bound by this Section 8.10 to the extent that the disclosure requirements under Article 7 of the Securitisation Regulations 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) The Borrower hereby directs the Collateral Agent to provide to the Designated Reporting Entity’s third party reporting entities: (i) access to the Collateral Agent’s reporting website (available at https://pivot.usbank.com ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (or such other website as may be notified by the Collateral Agent to the Borrower, the Designated Reporting Entity and the Collateral Manager)) (the “Reporting Website”), which shall include the Collateral Report, on each date a Collateral Report is delivered; and (ii) such additional information (or access to such information) as reasonably requested by the Designated Reporting Entity’s third party reporting entity in relation to the Collateral which is in the Collateral Agent’s possession, promptly following such request. The Collateral Agent shall reasonably cooperate and provide prompt responses in relation to any reasonable queries on the information in (i) and (ii) requested by the Designated Reporting Entity’s third party reporting entity.
(e) On and following the EU/UK Reporting Effective Date, the The Collateral Manager shall, in compliance with the Servicing Standard, assist the 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) which is in the possession of the Collateral Manager, (ii) which is not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure), (iii) which is not available to the Designated Reporting Entity under paragraph (d) above and not otherwise in the Designated Reporting Entity’s possession, and (iv) which is 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 that the Collateral Manager is unable to procure or source using reasonable efforts.
(f) On and following the EU/UK Reporting Effective Date, the The Designated Reporting Entity shall use commercially reasonable efforts to compile:
(i) a Loan Report (i) in the form published as at the date of this Agreement at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN ▇▇▇▇▇://▇▇▇-▇▇▇.▇▇▇▇▇▇.▇▇/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN as Annex IV (or any updated form published by ESMA and/or as otherwise required or permitted under the EU Securitisation Regulation) and (ii) in the form published as at the date of this Agreement at https://www.fca.org.uk/publication/fca/annex4_underlying_exposures-corporate.xlsx ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇/publication/fca/annex4_underlying_exposures-corporate.xlsx (or any updated form published by the FCA and/or as otherwise required or permitted under the UK Securitisation Regulation) (the “Loan Report”); and
(ii) an Investor Report (i) in the form published as at the date of this Agreement at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN ▇▇▇▇▇://▇▇▇-▇▇▇.▇▇▇▇▇▇.▇▇/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN as Annex XII (or any updated form published by ESMA and/or as otherwise required or permitted under the EU Securitisation Regulation) and (ii) in the form published as at the date of this Agreement at https://www.fca.org.uk/publication/fca/annex12_investor_report_non_abcp_securitisation.xlsx ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇/publication/fca/annex12_investor_report_non_abcp_securitisation.xlsx (or any updated form published by the FCA and/or as otherwise required or permitted under the UK Securitisation Regulation) (the “Investor Report” and together with the Loan Report, the “Transparency Reports”).
(g) The Collateral Manager and the Designated Reporting Entity shall be entitled to appoint 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 shall provide each compiled Transparency Report, to the Collateral Agent. Once the Transparency Reports have been provided to the Collateral Agent, the Collateral Agent shall promptly post such Transparency Reports on the Reporting Website (or such other website as may be notified by the Collateral Agent to the Borrower, the Designated Reporting Entity and the Collateral Manager), and in any event, no later than 30 calendar days following each Quarterly Payment Reporting Date. The Collateral Agent shall grant access to the Reporting Website to any person who is identified to it in writing as a Relevant Recipient by the Collateral Manager or the Designated Reporting Entity. 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 Agent shall have no responsibility for dealing with any such queries, provided that, the Collateral Agent shall notify the Designated Reporting Entity (or the Collateral Manager on its behalf) of such queries.
(i) On and following the EU/UK Reporting Effective Date, the The Designated Reporting Entity shall, without delay, disclose information on any “significant events” required to be disclosed under Article 7(1)(g) of each Securitisation Regulation.
(j) The Designated Reporting Entity will use reasonable efforts to procure, subject to the Collateral Manager providing the necessary information to the Collateral Agent, that the Collateral Agent will distribute to any Affected Lender Person or potential Affected Lender Person copies of the relevant Loan Documents as the same are required to be disclosed pursuant to Article 7 of the Securitisation Regulation as provided by the Designated Reporting Entity (or the Collateral Manager) to the Collateral Agent and acting on the instructions of the Designated Reporting Entity (or the Collateral Manager on its behalf).
(k) The Collateral 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 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 Agent 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 Agent for the information provided therein. The Collateral Agent will not assume any responsibility for the Borrower’s or any other Person’s obligations as the entity responsible to fulfil the reporting or other obligations under the Transparency Requirements. In providing such information and granting access to the Transparency Reports, the Collateral Agent 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 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 Agent shall not have any duty to monitor, enquire or satisfy itself as to the veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 8.10 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 and in accordance with such instructions or determinations), and shall have no obligation, responsibility or liability whatsoever for the provision of documentation, reports and information on the Reporting Website or by such method of dissemination as is required by the Securitisation Regulation (as instructed by the Designated Reporting Entity (or the Collateral Manager on its behalf) and as agreed with the Collateral Agent).
(l) The Collateral Agent shall have no obligation to verify or monitor compliance by the Borrower or any other party with the Securitisation Regulations or any other rule, law or regulation. The Collateral Agent shall act solely as an agent for the Borrower in posting information or documents to the Reporting Website and shall be entitled to conclusively rely upon any instructions given by (and any determination made by), or on behalf of, the Borrower (or the Collateral Manager on its behalf). In no event shall the Collateral Agent be deemed to make any representation or warranty in respect of the content of any posted documents, the content of the Reporting Website or compliance of the Reporting Website with this Agreement, or the Securitisation Regulations. In addition, in connection with providing access to the Reporting Website, the Collateral Agent shall be entitled to require from any potential purchaser or investor any other information reasonably requested by the Collateral Agent in connection with a potential purchaser or investor gaining access to the Reporting Website.
(m) The Borrower will assume all costs of complying with the reporting requirements under the Transparency Requirements and, if applicable, shall reimburse each of the Collateral Manager and/or the Collateral Agent for any such costs incurred by the Collateral Manager or the Collateral Agent in connection with their assisting the Borrower with the preparation and/or filing of such information and reports required pursuant to the provisions of the Transparency Requirements. All costs of complying with the reporting requirements under the Transparency Requirements shall be paid as Administrative Expenses.
(n) To the extent the entity acting as Collateral Agent is also acting as Collateral Administrator, the rights, privileges, immunities and indemnities of the Collateral Agent set forth in this Agreement shall also apply to it in its capacity as the Collateral Administrator.
Appears in 1 contract
Sources: Credit Agreement (AB Private Credit Investors Corp)
TRANSPARENCY REPORTS. (a) On and following the EU/UK Reporting Effective Date, the Borrower (the “Designated Reporting Entity”) hereby agrees to be designated, pursuant to Article 7(2) of the Securitisation Regulations, as the designated entity required to fulfil the Transparency Requirements for the transaction contemplated by this Agreement, and agrees to use commercially reasonable efforts to make available to the Affected Lenders, any potential investor herein (as determined by the Collateral Manager) and the competent authorities (as determined under the Securitisation Regulations) (together, the “Relevant Recipients”) the documents, reports and information necessary to fulfil any applicable reporting obligations under the Transparency Requirements, including the Transparency Reports and any information on any “significant events” required to be disclosed under Article 7(1)(g) of each Securitisation Regulation.
(b) The Designated Reporting Entity shall only be required to use commercially reasonable efforts to fulfil the Transparency Requirements (i) to the extent that such required information 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 and (ii) on and following the EU/UK Reporting Effective Date.
(c) The parties agree that: (i) the Designated Reporting Entity will not be in breach of this Section 8.10 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 continuing; and (ii) the Designated Reporting Entity is only bound by this Section 8.10 to the extent that the disclosure requirements under Article 7 of the Securitisation Regulations 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) The Borrower hereby directs the Collateral Agent to provide to the Designated Reporting Entity’s third party reporting entities: (i) access to the Collateral Agent’s reporting website (available at https://pivot.usbank.com ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (or such other website as may be notified by the Collateral Agent to the Borrower, the Designated Reporting Entity and the Collateral Manager)) (the “Reporting Website”), which shall include the Collateral Report, on each date a Collateral Report is delivered; and (ii) such additional information (or access to such information) as reasonably requested by the Designated Reporting Entity’s third party reporting entity in relation to the Collateral which is in the Collateral Agent’s possession, promptly following such request. The Collateral Agent shall reasonably cooperate and provide prompt responses in relation to any reasonable queries on the information in (i) and (ii) requested by the Designated Reporting Entity’s third party reporting entity.
(e) On and following the EU/UK Reporting Effective Date, the Collateral Manager shall, in compliance with the Servicing Standard, assist the 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) which is in the possession of the Collateral Manager, (ii) which is not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized or disclosed in an anonymized form, in accordance with such legal or contractual restrictions on disclosure), (iii) which is not available to the Designated Reporting Entity under paragraph (d) above and not otherwise in the Designated Reporting Entity’s possession, and (iv) which is 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 that the Collateral Manager is unable to procure or source using reasonable efforts.
(f) On and following the EU/UK Reporting Effective Date, the Designated Reporting Entity shall use commercially reasonable efforts to compile:
(i) a Loan Report (i) in the form published as at the date of this Agreement at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN ▇▇▇▇▇://▇▇▇-▇▇▇.▇▇▇▇▇▇.▇▇/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN as Annex IV (or any updated form published by ESMA and/or as otherwise required or permitted under the EU Securitisation Regulation) and (ii) in the form published as at the date of this Agreement at https://www.fca.org.uk/publication/fca/annex4_underlying_exposures-corporate.xlsx ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇/publication/fca/annex4_underlying_exposures-corporate.xlsx (or any updated form published by the FCA and/or as otherwise required or permitted under the UK Securitisation Regulation) (the “Loan Report”); and
(ii) an Investor Report (i) in the form published as at the date of this Agreement at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN ▇▇▇▇▇://▇▇▇-▇▇▇.▇▇▇▇▇▇.▇▇/legal-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL&from=EN as Annex XII (or any updated form published by ESMA and/or as otherwise required or permitted under the EU Securitisation Regulation) and (ii) in the form published as at the date of this Agreement at https://www.fca.org.uk/publication/fca/annex12_investor_report_non_abcp_securitisation.xlsx ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇/publication/fca/annex12_investor_report_non_abcp_securitisation.xlsx (or any updated form published by the FCA and/or as otherwise required or permitted under the UK Securitisation Regulation) (the “Investor Report” and together with the Loan Report, the “Transparency Reports”).
(g) The Collateral Manager and the Designated Reporting Entity shall be entitled to appoint 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 shall provide each compiled Transparency Report, to the Collateral Agent. Once the Transparency Reports have been provided to the Collateral Agent, the Collateral Agent shall promptly post such Transparency Reports on the Reporting Website (or such other website as may be notified by the Collateral Agent to the Borrower, the Designated Reporting Entity and the Collateral Manager), and in any event, no later than 30 calendar days following each Quarterly Payment Date. The Collateral Agent shall grant access to the Reporting Website to any person who is identified to it in writing as a Relevant Recipient by the Collateral Manager or the Designated Reporting Entity. 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 Agent shall have no responsibility for dealing with any such queries, provided that, the Collateral Agent shall notify the Designated Reporting Entity (or the Collateral Manager on its behalf) of such queries.
(i) On and following the EU/UK Reporting Effective Date, the Designated Reporting Entity shall, without delay, disclose information on any “significant events” required to be disclosed under Article 7(1)(g) of each Securitisation Regulation.
(j) The Designated Reporting Entity will use reasonable efforts to procure, subject to the Collateral Manager providing the necessary information to the Collateral Agent, that the Collateral Agent will distribute to any Affected Lender or potential Affected Lender copies of the relevant Loan Documents as the same are required to be disclosed pursuant to Article 7 of the Securitisation Regulation as provided by the Designated Reporting Entity (or the Collateral Manager) to the Collateral Agent and acting on the instructions of the Designated Reporting Entity (or the Collateral Manager on its behalf).
(k) The Collateral 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 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 Agent 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 Agent for the information provided therein. The Collateral Agent will not assume any responsibility for the Borrower’s or any other Person’s obligations as the entity responsible to fulfil the reporting or other obligations under the Transparency Requirements. In providing such information and granting access to the Transparency Reports, the Collateral Agent 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 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 Agent shall not have any duty to monitor, enquire or satisfy itself as to the veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 8.10 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 and in accordance with such instructions or determinations), and shall have no obligation, responsibility or liability whatsoever for the provision of documentation, reports and information on the Reporting Website or by such method of dissemination as is required by the Securitisation Regulation (as instructed by the Designated Reporting Entity (or the Collateral Manager on its behalf) and as agreed with the Collateral Agent).
(l) The Collateral Agent shall have no obligation to verify or monitor compliance by the Borrower or any other party with the Securitisation Regulations or any other rule, law or regulation. The Collateral Agent shall act solely as an agent for the Borrower in posting information or documents to the Reporting Website and shall be entitled to conclusively rely upon any instructions given by (and any determination made by), or on behalf of, the Borrower (or the Collateral Manager on its behalf). In no event shall the Collateral Agent be deemed to make any representation or warranty in respect of the content of any posted documents, the content of the Reporting Website or compliance of the Reporting Website with this Agreement, or the Securitisation Regulations. In addition, in connection with providing access to the Reporting Website, the Collateral Agent shall be entitled to require from any potential purchaser or investor any other information reasonably requested by the Collateral Agent in connection with a potential purchaser or investor gaining access to the Reporting Website.
(m) The Borrower will assume all costs of complying with the reporting requirements under the Transparency Requirements and, if applicable, shall reimburse each of the Collateral Manager and/or the Collateral Agent for any such costs incurred by the Collateral Manager or the Collateral Agent in connection with their assisting the Borrower with the preparation and/or filing of such information and reports required pursuant to the provisions of the Transparency Requirements. All costs of complying with the reporting requirements under the Transparency Requirements shall be paid as Administrative Expenses.
(n) To the extent the entity acting as Collateral Agent is also acting as Collateral Administrator, the rights, privileges, immunities and indemnities of the Collateral Agent set forth in this Agreement shall also apply to it in its capacity as the Collateral Administrator.
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