Transparency Requirements. (a) The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the Agent, the Collateral 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 any other provision of any Transaction Document. (b) The Borrower, the Lenders and the Agent agree that: (i) 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 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 purpose of the 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; 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 Summary and copies of the Transaction Documents. (d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalf, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Agent (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 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 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; (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 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 such agent by the 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 Reports 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 (vi) such an agent assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation). (g) The assumption by the Designated Reporting Entity and 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the 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 force on the Effective Date.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund)
Transparency Requirements. (a) The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the Agent, the Collateral 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, basis no later than (x) one month after the third Distribution Date occurring falling in March 2024 and one month after the Effective each subsequent Distribution 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 thatprovided, 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 ServicerCollateral Manager’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 ServicerCollateral Manager’s possession, such information can be obtained using commercially reasonable efforts without incurring material expenseefforts; provided further that, (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 person pursuant to any 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 Designated 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 Designated Reporting Entity or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(b) The Borrower, the Lenders and the Agent agree that:
(i) neither the Designated Reporting Entity nor the Servicer Collateral Manager shall be responsible for monitoring changes to the UK Securitisation RegulationFramework, the EU Securitisation Regulation or the EU Transparency Requirements, as each as 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 Borrower, the Lender and the Agent parties hereto shall use commercially reasonable efforts to agree (A) that 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 purpose of the EU Transparency Requirements from time to time and/or (B) to amend this Section 10.27 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; provided that, that the Designated Reporting Entity shall not be obligated 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 10.27 10.26 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 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 ServicerCollateral Manager); provided that, that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.27 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 ServicerCollateral Manager).
(c) Each party to this AgreementAgreement (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 Date, the Transaction Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalfavailable, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer Collateral Manager and the Agent (acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer Collateral Manager shall reasonably use reasonable efforts to assist the Designated Reporting Entity, to the extent it is able to do so without incurring material expense, Entity in complying with its obligations under this Section 10.2710.26, 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 which are in the possession of the ServicerCollateral Manager, (ii) that is 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) that is which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity for compliance with its obligations under this Section 10.27; 10.26 provided that, that (A) the Servicer Collateral Manager shall not be responsible or liable for failing to provide any reports, data and other information that the Servicer Collateral Manager is unable to procure or source using reasonable effortsefforts 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 Collateral Manager or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(f) The Designated Reporting Entity will 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 ServicerCollateral Manager, and the 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 10.27 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 10.2710.26;
(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 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 such agent by the Designated Reporting Entity or by the ServicerCollateral 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 10.27 10.26 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.2710.26;
(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 Reports 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 or the Collateral Agent (as applicable) for the information provided therein; and
(viv) such an agent or the Collateral Agent (as applicable) assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption by the Designated Reporting Entity and the Servicer Collateral Manager of their respective obligations under this Section 10.27 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the UK Securitisation RegulationDue Diligence Requirements, as applicable. Neither the Designated Reporting Entity nor the Servicer Collateral Manager shall be responsible for monitoring changes to the EU Transparency Requirements as in force on the Fourth Amendment Effective Date.
(h) Notwithstanding anything to the contrary herein, the requirements set forth on the Designated Reporting Entity and the Collateral Agent in this Section 10.26 shall not be applicable to the extent they are in contravention with Applicable Law.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Blue Owl Capital Corp), Loan and Servicing Agreement (Blue Owl Capital Corp)
Transparency Requirements. (a) The Borrower (the “Designated Reporting Entity”) hereby agrees to be designated, pursuant to Article 7(2) of the EU Securitisation Regulation, as the designated entity required to fulfil the Transparency Requirements, and agrees to make available, in accordance with the provisions of this Agreement, available to the Affected Lenders, the Administrative Agent, any potential investor herein (as determined by the Collateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender Manager) and any requesting Competent Authority 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 (iin effect on the Closing Date unless otherwise expressly agreed upon in writing by the Borrower and the Affected Lenders the “Transparency Requirements”) on a quarterly basis, no later than (x) one month after the third Distribution applicable Quarterly Payment Date occurring after the Effective Date and (y) on a quarterly basis thereafter (each such date, the “Reporting Deadline”). The Transparency Reports will not include any information which the Collateral Manager, a Loan Report and an Investor Report in respect its sole discretion, believes is subject to any legal or contractual obligation of such Distribution Date with confidentiality or restricting the data in such Loan Report being as processing of personal data. For the purposes of the Determination Transparency Requirements, the first reporting date for the Transparency Reports (as defined below) will be no later than the Quarterly Payment Date immediately preceding such Distribution Date; andoccurring in October 2023.
(iib) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided that, the The Designated Reporting Entity shall only be required to complete, or procure completion of, fields in Loan Reports and Investor Reports fulfil the Transparency Requirements to the extent that the such required information required to complete the relevant field (i) is in the Borrower’s, the Collateral AgentAdministrator’s or the ServicerCollateral Manager’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 AgentAdministrator’s or the ServicerCollateral Manager’s possession, such information can be obtained using commercially reasonable efforts without incurring material expenseefforts; provided further thatand (ii) is not subject to either any national law governing the protection of confidentiality of information or the processing of personal data, the Designated Reporting Entity shall only be required or any confidentiality obligation relating to provide notification of any Significant Event to the extent that a notification customer, original lender or report in respect of the relevant event has not otherwise been provided by any Person pursuant to any other provision of any Transaction Documentdebtor information, unless such confidential information is anonymised or aggregated.
(bc) The Borrower, the Lenders and the Agent parties agree that:
: (i) 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 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 purpose of the 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; 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 5.41 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 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 continuing; and (as determined by ii) the Designated Reporting Entity or is only bound by this Section 5.41 to the Servicer)extent that the disclosure requirements under Article 7 of the EU Securitisation Regulation remain in effect; provided that, that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.27 comply with the Transparency Requirements as soon as practicable following the conclusion of such the events, actions or circumstances described in clause (as reasonably determined by the Designated Reporting Entity or the Serviceri).
(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 Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity hereby directs the Collateral Administrator to grant access to the Collateral Administrator’s secured website, which shall make availablebe initially located at https:\\w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or such other website as may be notified by the Collateral Administrator to the Borrower, or procure that there is made available on its behalfthe Designated Reporting Entity and the Collateral Manager) (the “Reporting Website”), to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Agent (acting at the direction of the EU/UK Institutional Investor Lenders)Reporting Agents.
(e) The Servicer To the extent that such information is not already made available under paragraph (d) above, the Collateral Manager shall reasonably use commercially reasonable efforts to assist the Designated Reporting Entity, to the extent it is able to do so without incurring material expense, Entity in complying with its obligations under this Section 10.27the Transparency Requirements, 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 behalfapplicable third party reporting entity) such information (or access to such information) in relation to the Collateral, (i) that is which are in the possession of the Servicer, Collateral Manager and (ii) that is which are not subject to legal or contractual restrictions on disclosure (unless the relevant information can be summarized, aggregated summarised or disclosed in an anonymized anonymised form, in accordance with such legal or contractual restrictions on disclosure) and (iii) that is which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity for compliance with its obligations under this Section 10.27; the Transparency Requirements provided that, that the Servicer Collateral Manager shall not be responsible or liable for failing to provide any reports, data and other information that the Servicer Collateral Manager is unable to procure or source using reasonable efforts.
(f) The Designated Reporting Entity shall, no later than one month after the applicable Quarterly Payment Date (each such date, the “Reporting Deadline”), compile:
(i) a Loan Report in the form published as of the date of this Agreement on the website h▇▇▇▇://▇▇▇-▇▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇-content/EN/TXT/PDF/?uri=OJ:L:2020:289:FULL &from=EN as Annex IV (or, to 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); and
(ii) an Investor Report in the form published as of the date of this Agreement on the website h▇▇▇▇://▇▇▇-▇▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇-content/EN/TXT/PDF/?uri=OJ:L:2020:289: FULL&from=EN as Annex XII (or, to 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) (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 (f) in lieu of the reports required to be 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 one or more agents (including any Reporting Agents) (and is are permitted to incur fees and expenses in connection therewith) to prepare, or assist them with the data required for inclusion in the preparation ofTransparency 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 G▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (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 G▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (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 or data required to be included therein and/or to make available and agrees that the Transparency Reports on behalf of Collateral Administrator shall have no responsibility for dealing with any such queries, provided that, the Collateral Administrator shall notify the Designated Reporting Entity and each of (or the Designated Reporting Entity, the Servicer, and the Agent acknowledges and agrees that:Collateral Manager on its behalf) of such queries.
(i) such an 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 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;[Reserved].
(iij) such an agent 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 such agent by the Collateral Administrator from the Collateral Manager, the Designated Reporting Entity 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 Servicer;
(iii) such an agent shall 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 obligations of Borrower’s, the Designated Reporting Entity Entity’s or any other Person’s obligations as the entity responsible to fulfil the reporting or other obligations under this Section 10.27 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 this Section 10.27;
(iv) the Transparency Requirements and shall have the benefit of the powers, protections and indemnities granted to it hereunder. The Collateral Administrator shall provide 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 an agent with information in its possession as may reasonably be requested by such an agent in relation information, reports or documentation accords with, and is sufficient to its preparation of satisfy the requirements of, the Transparency Reports on behalf of the Borrower. Each of the Borrower Requirements and the Servicer agree that the Collateral Administrator shall be entitled to disclose all such information to such an agent, rely conclusively upon any instructions given or any other agent 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 the Borrower;
(v) any reportsdocumentation, reports and information or documentation uploaded to on the Reporting Website may include disclaimers excluding or by such method of dissemination as is required by the liability of such an agent for the information provided therein; and
EU Securitisation Regulation (vi) such an agent assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption as instructed by the Designated Reporting Entity (or the Collateral Manager on its behalf) and as agreed with 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the 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 force on the Effective DateCollateral Administrator).
Appears in 2 contracts
Sources: Credit Agreement (Golub Capital Private Credit Fund), Credit Agreement (Golub Capital Private Credit Fund)
Transparency Requirements. (a) The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the Administrative Agent, the Collateral 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, basis no later than (x) one month after the third Distribution Quarterly Payment Date occurring falling in April 2024 and one month after the Effective each subsequent Quarterly Payment 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 Quarterly Payment Date with the data in such Loan Report being as of the Collateral Report Determination Date immediately preceding such Distribution Quarterly Payment Date; and
(ii) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided thatprovided, 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 ServicerServices Provider’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 ServicerServices Provider’s possession, such additional information can be obtained using commercially reasonable efforts without incurring material expenseefforts; provided further that, (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 person pursuant to any other provision of any Transaction 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 Designated 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 Designated Reporting Entity or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(b) The Borrower, the Lenders and the Administrative Agent agree that:
(i) neither the Designated Reporting Entity nor the Servicer Services Provider shall be responsible for monitoring changes to the UK Securitisation Regulation, the EU Securitisation Regulation or the EU Transparency Requirements, as each as are in force on the Effective 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 Effective Closing Date, the Borrower, the Lender and the Agent parties hereto shall use commercially reasonable efforts to agree (A) that 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 purpose of the EU Transparency Requirements from time to time and/or (B) to amend this Section 10.27 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; provided that, that the Designated Reporting Entity shall not be obligated 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 10.27 5.41 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 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 ServicerServices Provider); provided that, that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.27 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 ServicerServices Provider).
(c) Each party to this AgreementAgreement (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 Effective Date Closing Date, the Transaction Summary and copies of the Transaction Loan Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalfavailable, to the Relevant Recipients the Transaction Summary, copies of the Transaction Loan Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer Services Provider and the Administrative Agent (acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer Services Provider shall reasonably use reasonable efforts to assist the Designated Reporting Entity, to the extent it is able to do so without incurring material expense, Entity in complying with its obligations under this Section 10.275.41, 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 which are in the possession of the ServicerServices Provider, (ii) that is 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) that is which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity for compliance with its obligations under this Section 10.275.41; provided that, that (A) the Servicer Services Provider shall not be responsible or liable for failing to provide any reports, data and other information that the Servicer Services Provider is unable to procure or source using reasonable effortsefforts 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 Services Provider or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(f) The Designated Reporting Entity will 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 ServicerServices 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 10.27 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 10.275.41;
(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 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 such agent by the Designated Reporting Entity or by the ServicerServices 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 10.27 5.41 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.275.41;
(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 Reports 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 or the Collateral Agent (as applicable) for the information provided therein; and
(viv) such an agent or the Collateral Agent (as applicable) assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption by the Designated Reporting Entity and the Servicer Services Provider of their respective obligations under this Section 10.27 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f5(1)(e) of the UK Securitisation Regulation, as applicable. Neither the Designated Reporting Entity nor the Servicer Services Provider shall be responsible for monitoring changes to the EU Transparency Requirements as in force on the Effective 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 2 contracts
Sources: Credit Agreement (Blue Owl Technology Income Corp.), Credit Agreement (Blue Owl Technology Income Corp.)
Transparency Requirements. (a) The Borrower (In relation to the “Designated Reporting Entity”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 make available, in accordance with the provisions of this Agreement, to the Agent, the Collateral 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 take all necessary steps required to complete, or procure completion of, fields in Loan Reports and Investor Reports to fulfil 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 any other provision of any Transaction DocumentTransparency Requirements.
(b) The BorrowerCompany 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, the Lenders and the Agent agree that:each Lender acknowledges receipt of
(i) 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) all underlying documents that references to Loan Report and/or Investor Report shall refer to the relevant updated form published by the ESMA and/or as otherwise required are necessary for the purpose understanding of the EU Transparency Requirements from time to time and/or (B) to amend transaction contemplated by this Section 10.27 to provide for the Designated Reporting Entity to assume such additional reporting obligations Agreement, as may reasonably be necessary in order that the receipt required by the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e7(1)(b) of the EU Securitisation Regulation; 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 DeficiencyRegulations; 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 Summary and copies of the Transaction DocumentsSummary.
(d) The Designated Reporting Entity 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 make available, or procure that there is made available on its behalf, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports Servicer shall:
(i) 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 prepare and compile (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer and the Agent (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 using any reports, data and other information that relating to the Servicer is unable Receivables (and, to procure the extent necessary, its business and/or operations) available to it or source using reasonable efforts.
within its control), a Receivables report (fthe “Receivables Report”) The Designated Reporting Entity will appoint one or more agents and an investor report (and is permitted to incur fees and expenses in connection therewiththe “Investor Report”) to prepare, or assist in the preparation ofform, with the content, distributed by the method of distribution and with the frequency in each case as contemplated by 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 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;Requirements; and
(ii) such an agent shall not be liable, make available to each Relevant Recipient:
(A) each Receivables Report 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 such agent by the Designated Reporting Entity or by the Servicereach Investor Report;
(iiiB) such an agent shall not assume any responsibility for the obligations information required to be disclosed pursuant to Article 7(1) of the Designated Reporting Entity under this Section 10.27 Securitisation Regulations as provided by the Company 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 Reports 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 thereinHoldings; and
(viC) such an agent assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption by the Designated Reporting Entity and 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 Lenders to comply with their obligations under Article 5(1)(e) copies of the EU Securitisation Regulation or Article 5(1)(f) relevant Credit Documents in final form and a copy of the UK Securitisation Regulation, as applicable. Neither Transaction Summary required to be disclosed not later than the Designated Reporting Entity nor the Servicer shall be responsible for monitoring changes to the EU Transparency Requirements as in force on the Effective Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Enova International, Inc.), Credit Agreement (Enova International, Inc.)
Transparency Requirements. (a) The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the Agent, the Collateral 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, basis no later than (x) one month after the third Distribution Date occurring falling in March 2024 and one month after the Effective each subsequent Distribution 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 thatprovided, 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 ServicerCollateral Manager’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 ServicerCollateral Manager’s possession, such information can be obtained using commercially reasonable efforts without incurring material expenseefforts; provided further that, (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 person pursuant to any 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 Designated 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 Designated Reporting Entity or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(b) The Borrower, the Lenders and the Agent agree that:
(i) neither the Designated Reporting Entity nor the Servicer Collateral Manager shall be responsible for monitoring changes to the UK Securitisation Regulation, the EU Securitisation Regulation or the EU Transparency Requirements, as each as 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 Borrower, the Lender and the Agent parties hereto shall use commercially reasonable efforts to agree (A) that 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 purpose of the EU Transparency Requirements from time to time and/or (B) to amend this Section 10.27 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; provided that, that the Designated Reporting Entity shall not be obligated 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 10.27 10.26 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 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 ServicerCollateral Manager); provided that, that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.27 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 ServicerCollateral Manager).
(c) Each party to this AgreementAgreement (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 Date, the Transaction Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalfavailable, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer Collateral Manager and the Agent (acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer Collateral Manager shall reasonably use reasonable efforts to assist the Designated Reporting Entity, to the extent it is able to do so without incurring material expense, Entity in complying with its obligations under this Section 10.2710.26, 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 which are in the possession of the ServicerCollateral Manager, (ii) that is 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) that is which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity for compliance with its obligations under this Section 10.27; 10.26 provided that, that (A) the Servicer Collateral Manager shall not be responsible or liable for failing to provide any reports, data and other information that the Servicer Collateral Manager is unable to procure or source using reasonable effortsefforts 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 Collateral Manager or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(f) The Designated Reporting Entity will 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 ServicerCollateral Manager, and the 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 10.27 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 10.2710.26;
(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 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 such agent by the Designated Reporting Entity or by the ServicerCollateral 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 10.27 10.26 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.2710.26;
(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 Reports 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 or the Collateral Agent (as applicable) for the information provided therein; and
(viv) such an agent or the Collateral Agent (as applicable) assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption by the Designated Reporting Entity and the Servicer Collateral Manager of their respective obligations under this Section 10.27 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f5(1)(e) of the UK Securitisation Regulation, as applicable. Neither the Designated Reporting Entity nor the Servicer Collateral Manager shall be responsible for monitoring changes to the EU Transparency Requirements as in force on the Fourth Amendment Effective Date.
(h) Notwithstanding anything to the contrary herein, the requirements set forth on the Designated Reporting Entity and the Collateral Agent in this Section 10.26 shall not be applicable to the extent they are in contravention with Applicable Law.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (Blue Owl Capital Corp III)
Transparency Requirements. (a) The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the Agent, the Collateral 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 expenseefforts; 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 any other provision of any Transaction Document.
(b) The Borrower, the Lenders and the Agent agree that:
(i) 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 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 purpose of the EU Transparency Requirements from time to time and/or (B) to amend this Section 10.27 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; provided that, the Designated Reporting Entity shall not be obligated 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 10.27 10.26 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 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 10.27 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 Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalfavailable, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) by having them posted to the Reporting Website a secured website to which Relevant Recipients are given access upon request in writing to any reporting agent appointed pursuant to this Section 10.27 the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer and the Agent (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, Entity in complying with its obligations under this Section 10.2710.26, 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 10.2710.26; provided that, the Servicer shall not be responsible or liable for failing to provide any reports, data and other information that the Servicer is unable to procure or source using reasonable efforts.
(f) The Designated Reporting Entity will 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 veracity, accuracy or completeness of any documentation, reports or information provided to it under this Section 10.27 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 10.2710.26;
(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 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 such agent by the 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 10.26 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.2710.26;
(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 Reports 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
(viv) such an agent assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption by the Designated Reporting Entity and the Servicer of their respective obligations under this Section 10.27 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the 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 force on the Effective Date.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Ares Strategic Income Fund)
Transparency Requirements. (aThe Issuer hereby agrees that it shall be designated pursuant to Article 7(2) The Borrower of the Securitization Regulations as the designated entity required to fulfill the EU/UK Transparency Requirements (the “Designated Reporting Entity”) ). As the Reporting Entity, the Issuer hereby agrees to and further covenants that it will make available, in accordance with the provisions of this Agreement, available to the Agent, the Collateral Agent, each EU/UK Institutional Investor LenderHolders, any requesting EU/UK Institutional Investor Potential Lender potential investors in the Debt (upon request thereby) and any requesting Competent Authority the competent authorities (as determined under the Securitization Regulations) (together, the “Relevant Recipients”):
(i) on a quarterly basisthe documents, no later than (x) one month after the third Distribution Date occurring after the Effective Date reports 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 information necessary 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 fulfill 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 any other provision of any Transaction Document.
(b) The Borrower, the Lenders and the Agent agree that:
(i) 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 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 purpose of the 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 applicable reporting obligations as may reasonably be necessary in order that the receipt by the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; 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 Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalf, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Agent (acting at the direction of the EU/UK Institutional Investor Lenders).
Transparency Requirements. The Issuer shall also determine (e) The Servicer shall reasonably assist the Designated Reporting Entity, to the extent it is able to do so without incurring material expense, which determination may be made 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 consultation with the EU Transparency Requirements on its behalfCollateral Manager) 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 whether any reports, data and other information 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 Issuer (or its designee) so that it may be made available by the Issuer in accordance with the Transparency Requirements; provided that the Servicer 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 (such certification to be in the form set out in the Collateral Administration Agreement) that it is unable to procure a Relevant Recipient. The Issuer (or source using reasonable efforts.
(fthe Collateral Manager on behalf of the Issuer) The Designated shall also appoint a Reporting Entity will appoint one or more agents (and is permitted to incur fees and expenses in connection therewith) Agent 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 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;
(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 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 such agent by the 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 Reports 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
(vi) such an agent assumes no responsibility or liability available to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation)Recipients.
(g) The assumption by the Designated Reporting Entity and 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the 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 force on the Effective Date.
Appears in 1 contract
Sources: Second Supplemental Indenture (Silver Point Specialty Lending Fund)
Transparency Requirements. (a) The Borrower Issuer hereby agrees that it shall be designated as the designated entity required to fulfill the Transparency Requirements (the “Designated Reporting Entity”).
(b) As the Reporting Entity, the Issuer hereby agrees to and further covenants that it (or the Collateral Administrator acting on its behalf) will make available, in accordance with the provisions of this Agreement, available to the AgentHolders, any potential investors in the Collateral Agent, each Debt (upon request thereby) and the competent authorities (as determined under the EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority Securitization Regulation) (together, the “Relevant Recipients”):
) the documents, reports and information necessary to fulfill any applicable reporting obligations under the Transparency Requirements (with the assistance of (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 any other provision of any Transaction Document.
(b) The Borrower, the Lenders Administrator and the Agent agree that:
(i) 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 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 purpose of the 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; 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 Collateral Manager, 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 Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalf, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Agent (acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer shall reasonably assist the Designated Reporting Entityeach case, to the extent it is able to do so without incurring material expense, set forth in complying with its obligations under this Section 10.27, including without limitation by providing to the Designated Reporting Entity Collateral Administration Agreement). The Issuer shall also determine (or any agent so appointed to assist the Designated Reporting Entity which determination may be made in consultation with the EU Transparency Requirements on its behalfCollateral Manager and/or the Collateral Administrator) 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 whether any reports, data and other information that the Servicer is unable to procure necessary or source using reasonable efforts.
(f) The Designated Reporting Entity will appoint one or more agents (and is permitted to incur fees and expenses essential in connection therewith) to prepare, or assist in with the preparation ofof any loan level reports, investor reports and any reports in respect of and significant events (such reports, collectively, the “Transparency Reports”). As more fully described in, and subject to, the Collateral Administration Agreement and the ESMA Reporting Side Letter, the Collateral Administrator shall cause compilation of the Transparency Reports or data required to be included therein and/or to make and provide that such reports are made available by the Transparency Reports Collateral Administrator 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 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;
(ii) such an agent shall not be liable, and have no responsibility, for any non-publication or late publication of Issuer in accordance with the Transparency Reports or any errors in the Transparency Reports to the extent such failureRequirements; provided, delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to such agent by the 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) that 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 Reports acting on behalf of the Borrower. Each Issuer may make the Transparency Reports available via a secured website of the Borrower Trustee which shall be accessible to any person who certifies to the Issuer and the Servicer agree that Trustee (in such form as set out in the Collateral Administrator shall be entitled Administration Agreement or as the Issuer or the Trustee may require from time to disclose all such information to such an agent, or any other agent of the Borrower;
(vtime) 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
(vi) such an agent assumes no responsibility or liability to any that it is a Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation)Recipient.
(g) The assumption by the Designated Reporting Entity and 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the 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 force on the Effective Date.
Appears in 1 contract
Transparency Requirements. (a) The Borrower Issuer hereby agrees that it shall be designated as the designated entity required to fulfill the Transparency Requirements (the “Designated Reporting Entity”).
(b) As the Reporting Entity, the Issuer hereby agrees to and further covenants that it (or the Collateral Administrator acting on its behalf) will make available, in accordance with the provisions of this Agreement, available to the AgentHolders, any potential investors in the Collateral Agent, each Debt (upon request thereby) and the competent authorities (as determined under the EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority Securitization Regulation) (together, the “Relevant Recipients”):
) the documents, reports and information necessary to fulfill any applicable reporting obligations under the Transparency Requirements (with the assistance of (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 any other provision of any Transaction Document.
(b) The Borrower, the Lenders Administrator and the Agent agree that:
(i) 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 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 purpose of the 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; 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 Collateral Manager, 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 Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalf, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Agent (acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer shall reasonably assist the Designated Reporting Entityeach case, to the extent it is able to do so without incurring material expense, set forth in complying with its obligations under this Section 10.27, including without limitation by providing to the Designated Reporting Entity Collateral Administration Agreement). The Issuer shall also determine (or any agent so appointed to assist the Designated Reporting Entity which determination may be made in consultation with the EU Transparency Requirements on its behalfCollateral Manager and/or the Collateral Administrator) 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 whether any reports, data and other information that the Servicer is unable to procure necessary or source using reasonable efforts.
(f) The Designated Reporting Entity will appoint one or more agents (and is permitted to incur fees and expenses essential in connection therewith) to prepare, or assist in with the preparation ofof 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 and the ESMA Reporting Side Letter, the Collateral Administrator shall cause compilation of the Transparency Reports or data required to be included therein and/or to make and provide that such reports are made available by the Transparency Reports Collateral Administrator 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 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;
(ii) such an agent shall not be liable, and have no responsibility, for any non-publication or late publication of Issuer in accordance with the Transparency Reports or any errors in the Transparency Reports to the extent such failureRequirements; provided, delay or error results from incomplete or incorrect documentation, reports or information, or any delay in documentation, reports or information being provided to such agent by the 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) that 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 Reports acting on behalf of the Borrower. Each Issuer may make the Transparency Reports available via a secured website of the Borrower Collateral Trustee which shall be accessible to any person who certifies to the Issuer and the Servicer agree that Collateral Trustee (in such form as set out in the Collateral Administrator shall be entitled Administration Agreement or as the Issuer or the Collateral Trustee may require from time to disclose all such information to such an agent, or any other agent of the Borrower;
(vtime) 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
(vi) such an agent assumes no responsibility or liability to any that it is a Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation)Recipient.
(g) The assumption by the Designated Reporting Entity and 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the 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 force on the Effective Date.
Appears in 1 contract
Sources: Indenture and Security Agreement (HPS Corporate Lending Fund)
Transparency Requirements. (aThe Issuer hereby agrees that it shall be designated pursuant to Article 7(2) The Borrower of each Securitization Regulation as the designated entity required to fulfill the Transparency Requirements (the “Designated Reporting Entity”) ). As the Reporting Entity, the Issuer hereby agrees to and further covenants that it will make available, in accordance with the provisions of this Agreement, available to the AgentHolders, potential investors in the Debt, any Competent Authority, the Trustee, the Placement Agent and the Collateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority Manager (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 dateLoan Reports, the “Reporting Deadline”), a Loan Report Investor Reports and an Investor Report any information or reports in respect of such Distribution Date with Significant Events necessary to fulfill any applicable reporting obligations under 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 any other provision of any Transaction Document.
(b) The Borrower, the Lenders Transparency Requirements and the Agent agree that:
documentation and information referred to in paragraphs (i1)(b) 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 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 purpose of the 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; 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 Agreementof Article 7 of each Securitization Regulation, without prejudice to its rights hereunder and without accepting any liability, acknowledges that it has received as including the final versions of the Effective Date the certain Transaction Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalf, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, Documents and the Transparency Reports and any Significant Event Reports Offering Circular. The Issuer shall also determine (i) 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 determination may be agreed between the Designated Reporting Entity, the Servicer and the Agent (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, made 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 consultation with the EU Transparency Requirements on its behalfCollateral Manager) 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 whether any reports, data and other information that the Servicer is unable to procure necessary or source using reasonable efforts.
(f) The Designated Reporting Entity will appoint one or more agents (and is permitted to incur fees and expenses essential in connection therewithwith 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 Transparency Requirements (such 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 Issuer (or its designee), which the Issuer shall (through the Collateral Administrator acting on the Issuer’s behalf and as described 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 or data required to be included therein and/or to make such information available to any Relevant Recipients. The Collateral Administrator will compile the Transparency Reports on behalf of the Designated Reporting Entity Issuer and each of the Designated Reporting Entity, the Servicer, and the Agent acknowledges and agrees that:
(i) make available such an 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 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;
(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 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 such agent by the 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 Reports on behalf of the Borrower. Each of Issuer in accordance with the Borrower and the Servicer agree that Transparency Requirements via (i) posting on a website currently located at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (or such other website as may be notified in writing by 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 Issuer, the Collateral Trustee, the Placement Agent, the Collateral Manager, the EU/UK Retention Holder and the Holders) (the “Reporting Website may include disclaimers excluding the liability of such an agent for the information provided therein; and
(viWebsite”) such an agent assumes no responsibility or liability accessible to any Relevant Recipient or any third party and (including for their use or onward disclosure ii) such other method of any such informationdissemination as is required by each Securitization Regulation. The Issuer shall, report or documentation).
(g) The assumption upon request by the Designated Reporting Entity and 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 Lenders Retention Holder and subject to comply with their obligations under Article 5(1)(ethe terms of the Collateral Administration Agreement, direct the Collateral Administrator to make available the documentation and information referred to in paragraphs (1)(b) and (c) of the EU Securitisation Regulation or Article 5(1)(f) 7 of the 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 force on the Effective Date.each
Appears in 1 contract
Sources: Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Transparency Requirements. (a) The Borrower (the “Designated Reporting Entity”) hereby agrees to make available, in accordance with the provisions of this Agreement, to the Agent, the Collateral 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, basis no later than (x) one month after the third Distribution Date occurring falling in March 2024 and one month after the Effective each subsequent Distribution 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 thatprovided, 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 ServicerCollateral Manager’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 ServicerCollateral Manager’s possession, such information can be obtained using commercially reasonable efforts without incurring material expenseefforts; provided further that, (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 person pursuant to any 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 Designated 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 Designated Reporting Entity or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(b) The Borrower, the Lenders and the Agent agree that:
(i) neither the Designated Reporting Entity nor the Servicer Collateral Manager shall be responsible for monitoring changes to the UK Securitisation RegulationRegulationFramework , the EU Securitisation Regulation or the EU Transparency Requirements, as each as 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 Borrower, the Lender and the Agent parties hereto shall use commercially reasonable efforts to agree (A) that 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 purpose of the EU Transparency Requirements from time to time and/or (B) to amend this Section 10.27 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; provided that, that the Designated Reporting Entity shall not be obligated 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 10.27 10.26 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 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 ServicerCollateral Manager); provided that, that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.27 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 ServicerCollateral Manager).
(c) Each party to this AgreementAgreement (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 Date, the Transaction Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalfavailable, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Designated Reporting Entity or (ii) in such other way as may be agreed between the Designated Reporting Entity, the Servicer Collateral Manager and the Agent (acting at the direction of the EU/UK Institutional Investor Lenders).
(e) The Servicer Collateral Manager shall reasonably use reasonable efforts to assist the Designated Reporting Entity, to the extent it is able to do so without incurring material expense, Entity in complying with its obligations under this Section 10.2710.26, 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 which are in the possession of the ServicerCollateral Manager, (ii) that is 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) that is which are not otherwise in the Designated Reporting Entity’s possession, required for compliance by the Designated Reporting Entity for compliance with its obligations under this Section 10.27; 10.26 provided that, that (A) the Servicer Collateral Manager shall not be responsible or liable for failing to provide any reports, data and other information that the Servicer Collateral Manager is unable to procure or source using reasonable effortsefforts 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 Collateral Manager or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(f) The Designated Reporting Entity will 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 ServicerCollateral Manager, and the 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 10.27 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 10.2710.26;
(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 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 such agent by the Designated Reporting Entity or by the ServicerCollateral 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 10.27 10.26 or for monitoring the Borrower’s, the Designated Reporting Entity’s or any other Person’s compliance with this Section 10.2710.26;
(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 Reports 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 or the Collateral Agent (as applicable) for the information provided therein; and
(viv) such an agent or the Collateral Agent (as applicable) assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption by the Designated Reporting Entity and the Servicer Collateral Manager of their respective obligations under this Section 10.27 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f5(1)(e) of the UK Securitisation RegulationRegulationthe UK Due Diligence Requirements, as applicable. Neither the Designated Reporting Entity nor the Servicer Collateral Manager shall be responsible for monitoring changes to the EU Transparency Requirements as in force on the Fourth Amendment Effective Date.
(h) Notwithstanding anything to the contrary herein, the requirements set forth on the Designated Reporting Entity and the Collateral Agent in this Section 10.26 shall not be applicable to the extent they are in contravention with Applicable Law.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Blue Owl Capital Corp III)
Transparency Requirements. (a) The Borrower 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 “Designated Reporting Entity”) hereby agrees and to make available, in accordance with available the provisions of this Agreement, information required by the Transparency Requirements to the Agent, persons and by the Collateral Agent, each EU/UK Institutional Investor Lender, any requesting EU/UK Institutional Investor Potential Lender and any requesting Competent Authority means specified therein (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 including without limitation upon becoming aware 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 any other provision of any Transaction Document.
(bevents specified in Articles 7(1)(f) The Borrower, the Lenders and the Agent agree that:
(i) 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 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 purpose of the 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 the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK Institutional Investors to comply with their obligations under Article 5(1)(e7(1)(g) of the EU Securitisation Regulation; provided that, Regulations). As 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 Summary and copies of the Transaction Documents.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalf, to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 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 Agent Competent Authorities (acting at as defined under the direction of Securitisation Regulations) the EU/UK Institutional Investor Lenders).
(e) The Servicer shall reasonably assist the Designated Reporting Entitydocuments, reports and information necessary to the extent it is able to do so without incurring material expense, in complying with its fulfill any applicable reporting obligations under this Section 10.27, including without limitation by providing to the Designated Reporting Entity Transparency Requirements. The Issuer shall also determine (or any agent so appointed to assist the Designated Reporting Entity which determination may be made in consultation with the EU Transparency Requirements on its behalfAsset Manager) 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 whether any reports, data and other information that is necessary or essential in connection with the Servicer is unable to procure or source using reasonable effortspreparation of any loan level reports, investor reports and any reports in respect of inside information and significant events (such reports, collectively, the “Transparency Reports”).
(fb) 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, Collateral Administrator shall compile the Transparency Reports in accordance with the ESMA reporting side letter entered into on or data 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 Reports by the Collateral Administrator and the content of such Transparency Reports, the “Reporting Terms”).
(c) The Collateral Administrator shall make such Transparency Reports (together with the Transaction Documents, the Final Offering Memorandum, and any other information required to be included therein and/or disclosed pursuant to make available the Transparency Requirements, as provided to it by the Asset Manager and the Issuer) (the Transparency Reports on behalf of the Designated Reporting Entity and each of the Designated Reporting Entityany such other documents or information, the Servicer“Reportable Information”) available on its website, initially located at ht▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (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 Agent acknowledges 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 agrees that:
the Collateral Administrator that it is: (i) such an agent shall not have any duty to monitorthe Trustee, enquire or satisfy itself as to the 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;
(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 purposes of the Securitisation Regulations, (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 an 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 extent such documents are amended or replaced after the date hereof, including without limitation in connection with a Refinancing.
(d) 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 such data received from the Asset Manager, the Issuer or any of their agents (including any Reporting Agent) and shall have no liability to verify the 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 any the failure to complete the Transparency Report, the non-publication or late publication of the Transparency Reports Report or any errors in the Transparency Reports Report to the extent such failure, delay or error results from incomplete or incorrect documentation, reports or information, data or any delay in documentation, reports or information data being provided to such agent by the 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 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.
(e) The Issuer shall provide such an agent with provide, or cause to be provided, to the Collateral Administrator all necessary information in its possession as may reasonably be requested by such an agent in relation required for the Collateral Administrator to its preparation of compile the Transparency Reports on behalf of the BorrowerIssuer. Each The Asset Manager shall use reasonable commercial efforts to cooperate with and provide to the Collateral Administrator (or any applicable Reporting Agent) and the Issuer any reports, data and other information relating to the Assets and, to the extent necessary, the business and/or operations of the Borrower Asset Manager, 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 Servicer agree 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 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 disclose all 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, 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.
(m) Notwithstanding anything to 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 an agentresignation 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 any other agent the Asset Manager may petition a court of competent jurisdiction for the appointment of a successor Reporting Agent.
(n) Each of the Borrower;
(v) 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 Reporting Website, including any potential investor in the Notes. Any reports, information or documentation uploaded to the Reporting Website may include disclaimers excluding the liability of such an agent the Collateral Administrator for the information provided therein; and
(vi) such an agent assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation).
(g) The assumption by the Designated Reporting Entity and 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 Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) of the 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 force on the Effective Date.
Appears in 1 contract
Sources: Collateral Administration Agreement (Ares Capital Corp)
Transparency Requirements. (a) The Borrower (has agreed to be the “Designated Reporting Entity”designated reporting entity for purposes of Article 7(2) hereby agrees of the EU Securitisation Regulation, and has agreed to make available, in accordance with the provisions of this Agreement, available to the Agent, the Collateral Agent, each EU/UK (A) any EU Institutional Investor Lender including the Initial Lender, any requesting EU/UK Institutional Investor Potential Lender and (B) any requesting Competent Authority (togetheras defined under the EU Securitisation Regulation) (each, the a “Relevant RecipientsRecipient”):).
(i) on a quarterly basis, basis commencing no later than (x) 3 months after Closing Date and thereafter one month after the third Distribution Date occurring after the Effective Date and (y) on a quarterly basis thereafter (each such datePayment Date, the “Reporting Deadline”), a Loan an Investor Report and an Investor Portfolio Report in respect of such Distribution Payment Date with the data in such Loan Portfolio Report being as of the Payment Date Report Determination Date immediately preceding such Distribution Payment Date; and
(ii) promptly following the occurrence of a Significant Event, a Significant Event Report in respect thereof; provided that, provided, that (A) the Designated Reporting Entity shall only be required to complete, or procure completion of, fields in Loan Investor Reports and Investor Portfolio Reports to the extent that the information required to complete the relevant field is in the Borrower’s, the Collateral Agent’s or the ServicerServices Provider’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 ServicerServices Provider’s possession, such additional information can be obtained using commercially reasonable efforts without incurring material expenseefforts; provided further that, (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 person pursuant to any other provision of any Transaction 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 good faith, based on commercially reasonable grounds, doing so would violate any internal compliance policies of the Designated 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 Designated Reporting Entity or the Retention Holder (including, for the avoidance of doubt, any rule or regulation adopted by the SEC or any other applicable regulatory authority).
(b) The Borrower, the Lenders EU Institutional Investor ▇▇▇▇▇▇▇ and the Administrative Agent agree that:
(i) neither the Designated Reporting Entity nor the Servicer Services Provider shall be responsible for monitoring changes to the UK Securitisation Regulation, the EU Securitisation Regulation or the EU Transparency Requirements, as each as are in force on the Effective Closing Date, and, upon notification by the Administrative Agent and/or one or more EU/UK EU Institutional Investor Lenders of any changes to the EU Transparency Requirements following the Effective Closing Date, the Borrower, the Lender and the Agent parties hereto shall use commercially reasonable efforts to agree (A) that references to Loan Report and/or Investor Portfolio Report shall refer to the relevant updated form published by the ESMA and/or as otherwise required for the purpose of the EU Transparency Requirements from time to time and/or (B) to amend this Section 10.27 13.24 to provide for the Designated Reporting Entity to assume such additional reporting obligations as may reasonably be necessary in order that the receipt by the Relevant Recipients of all information required to be provided hereunder is sufficient to permit EU/UK EU Institutional Investors Investor Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation; provided that, that the Designated Reporting Entity shall not be obligated 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 10.27 13.24 if the Designated Reporting Entity fails to meet its obligations under this Section 10.27 13.24 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 ServicerServices Provider); provided that, that the Designated Reporting Entity shall be required to meet its obligations under this Section 10.27 13.24 as soon as practicable following the conclusion of such events, actions or circumstances (as reasonably determined by the Designated Reporting Entity or the ServicerServices Provider).
(c) Each party to this Agreement, without Without prejudice to its their rights hereunder and without accepting any liability, each Relevant Recipient a party hereto acknowledges (or in the case of potential EU Institutional Investor Lenders, shall acknowledge) that it has received as the agreed form of the Effective Date transaction summary as set out in Schedule 9 is the Transaction Summary and copies transaction summary to be provided to each Relevant Recipient by the Borrower in accordance with the requirements of Article 7(1)(c) of the Transaction DocumentsEU Securitisation Regulation.
(d) The Designated Reporting Entity shall make available, or procure that there is made available on its behalf, be entitled to the Relevant Recipients the Transaction Summary, copies of the Transaction Documents, and the Transparency Reports and any Significant Event Reports (i) 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 the Agent (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 that the Servicer is unable to procure or source using reasonable efforts.
(f) The Designated Reporting Entity will appoint one or more reporting 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 Servicer, and the Agent acknowledges and agrees that:
(i) such including under an 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 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 EU Transparency Reporting Entity under this Section 10.27;
(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 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 such agent by the 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 Reports 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
(vi) such an agent assumes no responsibility or liability to any Relevant Recipient or any third party (including for their use or onward disclosure of any such information, report or documentation)Side Letter Agreement.
(ge) The assumption by the Designated Reporting Entity and the Servicer Services Provider of their respective obligations under this Section 10.27 13.24 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 EU Institutional Investor Lenders to comply with their obligations under Article 5(1)(e) of the EU Securitisation Regulation or Article 5(1)(f) Regulation. None of the UK Securitisation Regulation, as applicable. Neither the Designated Reporting Entity nor and the Servicer Services Provider shall be liable for the relevant EU Institutional Investor Lender’s compliance with such ▇▇▇▇▇▇’s own obligations under the EU Securitisation Regulation or responsible for monitoring changes to the EU Transparency Requirements as in force on the Effective Closing Date.
(f) Notwithstanding anything to the contrary herein, the requirements set forth on the Designated Reporting Entity and the Collateral Agent in this Section 13.24 shall not be applicable to the extent they are in contravention with Applicable Law.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Blue Owl Credit Income Corp.)