Reg AB Item 1119 Affiliations and Relationships Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of the following parties, and (b) to the extent known and material, any of the following parties are affiliated with one another: Depositor as to (a) Sponsor/Seller as to (a) ▪ Master Servicer Master Servicer ▪ Trust Administrator Trust Administrator ▪ Trustee Trustee ▪ Any other 1108(a)(3) servicer Servicer ▪ Any 1110 Originator Depositor/Sponsor ▪ Any 1112(b) Significant Obligor Depositor/Sponsor ▪ Any 1114 Credit Enhancement Provider Depositor/Sponsor ▪ Any 1115 Derivate Counterparty Provider Depositor/Sponsor ▪ Any other 1101(d)(1) material party Depositor/Sponsor Whether there are any “outside the ordinary course business arrangements” other than would be obtained in an arm’s length transaction between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material to a Certificateholder’s understanding of the Certificates: Depositor as to (a) Sponsor/Seller as to (a) ▪ Master Servicer Master Servicer ▪ Trust Administrator Trust Administrator ▪ Trustee Trustee ▪ Any other 1108(a)(3) servicer Servicer ▪ Any 1110 Originator Depositor/Sponsor ▪ Any 1112(b) Significant Obligor Depositor/Sponsor ▪ Any 1114 Credit Enhancement Provider Depositor/Sponsor ▪ Any 1115 Derivate Counterparty Provider Depositor/Sponsor ▪ Any other 1101(d)(1) material party Depositor/Sponsor Whether there are any specific relationships involving the transaction or the pool assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material: Depositor as to (a) Sponsor/Seller as to (a) ▪ Master Servicer Master Servicer ▪ Trust Administrator Trust Administrator ▪ Trustee Trustee ▪ Any other 1108(a)(3) servicer Servicer ▪ Any 1110 Originator Depositor/Sponsor ▪ Any 1112(b) Significant Obligor Depositor/Sponsor ▪ Any 1114 Credit Enhancement Provider Depositor/Sponsor ▪ Any 1115 Derivate Counterparty Provider Depositor/Sponsor ▪ Any other 1101(d)(1) material party Depositor/Sponsor EXHIBIT V Form 8-K Disclosure Information FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Item 1.01- Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus All parties with respect to any agreement entered into by such party Item 1.02- Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. All parties with respect to any agreement entered into by such party Item 1.03- Bankruptcy or Receivership Disclosure is required regarding the bankruptcy or receivership, with respect to any of the following: Depositor ▪ Sponsor (Seller) Depositor/Sponsor (Seller) ▪ Depositor Depositor ▪ Master Servicer Master Servicer ▪ Affiliated Servicer Servicer ▪ Other Servicer servicing 20% or more of the pool assets at the time of the report Servicer ▪ Other material servicers Servicer ▪ Trustee Trustee ▪ Trust Administrator Trust Administrator ▪ Significant Obligor Depositor ▪ Credit Enhancer (10% or more) Depositor ▪ Derivative Counterparty Depositor ▪ Custodian Custodian Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders. Depositor Master Servicer Trust Administrator Item 3.03- Material Modification to Rights of Security Holders Disclosure is required of any material modification to document defining the rights of Certificateholders, including the Pooling and Servicing Agreement. Trust Administrator/Trustee/Depositor (with respect to each, only to the extent it is a party to any such documents)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:
Controlled Substances Has current controlled substances registrations issued by the State of Colorado and the U.S. Drug Enforcement Administration, which registrations have not been surrendered, suspended, revoked or restricted in any manner;
Compliance with Registration Requirements; No Stop Order; No Objection from NASD For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Common Shares, the Second Closing Date:
No Price Stabilization or Manipulation; Compliance with Regulation M Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.
Scope of Use The Fund will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Fund and accessing data for purposes of reporting and analysis. The Fund shall not, and shall cause its employees and agents not to (i) permit any unauthorized third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle), other than as set forth herein, without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Fund) transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Fund or (vi) modify the System in any way, including without limitation developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration.
Regulation M Notice Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares, the Company shall give the Manager at least one Business Day’s prior notice of its intent to sell any Shares in order to allow the Manager time to comply with Regulation M.
Restriction on Relationships with Protected Customers Executive understands and agrees that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that, during the Restricted Period and in the Restricted Territory, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom Executive had Material Contact on the Company’s behalf during the twelve (12) months immediately preceding the Date of Termination; and, provided further, that the prohibition of this covenant shall not apply to the conduct of general advertising activities. For purposes of this Agreement, Executive had “Material Contact” with a Protected Customer if (a) he had business dealings with the Protected Customer on the Company’s behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) he obtained Trade Secrets or Confidential Information about the customer as a result of his association with the Company.
XXXREAS the Trust is registered under the Investment Company Act of 1940, as amended, (the "1940 Act") as an open-end, series management investment company; and
No Stabilization or Manipulation; Compliance with Regulation M The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.
