Means Not Applicable TIA Section Indenture Section ----------- ----------------- (c)................................................... N.A. 317 (a)(1)................................................ 5.03 (a)(2)................................................ 5.03 (b)................................................... 3.03 318 (a)................................................... 11.07 TABLE OF CONTENTS DEFINITIONS AND INCORPORATION BY REFERENCE
Services Not Exclusive Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
Contract Rights Not Exclusive The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s Certificate of Incorporation or By-laws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director or officer of the Company.
SERVICES NOT EXCLUSIVE/USE OF NAME Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that you may render investment advice, management and other services to others, including other registered investment companies, provided, however, that such other services and activities do not, during the term of this Agreement, interfere in a material manner, with your ability to meet all of your obligations with respect to rendering services to the Fund. The Trust and you acknowledge that all rights to the name “Simplify Asset” or any variation thereof belong to you, and that the Trust is being granted a limited license to use such words in in the names of its series or in any class name. In the event you cease to be the adviser to the Fund, the Trust’s right to the use of the name “Simplify Asset” shall automatically cease on the ninetieth day following the termination of this Agreement. The right to the name may also be withdrawn by you during the term of this Agreement upon ninety (90) days’ written notice by you to the Trust. Nothing contained herein shall impair or diminish in any respect, your right to use the name “Simplify Asset” in the name of, or in connection with, any other business enterprises with which you are or may become associated. There is no charge to the Trust for the right to use this name.
Rights Not Exclusive The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.
Day not a Business Day If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.
Other Arrangements Not Excluded The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article X:
NOT A NOVATION This agreement is a modification only and not a novation. In addition to all amounts hereafter due under the Note, as modified by this agreement, and the other Related Documents, all accrued interest evidenced by the Note being modified by this agreement and all accrued amounts due and payable under the Related Documents shall continue to be due and payable until paid. Except for the modification(s) set forth in this agreement, the Note, the other Related Documents and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Note and made a part thereof. This agreement shall not release or affect the liability of any guarantor, surety or endorser of the Note or release any owner of collateral securing the Note. The validity, priority and enforceability of the Note shall not be impaired hereby. References to the Related Documents and to other agreements shall not affect or impair the absolute and unconditional obligation of the Borrower to pay the principal and interest on the Note when due. The Bank reserves all rights against all parties to the Note and the other Related Documents.
Place and Manner of Payments Except as otherwise specifically provided herein, all payments hereunder shall be made to the Lender in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at its offices specified in Section 7.1 not later than 2:00 P.M. (New York, New York time) on the date when due. Payments received after such time shall be deemed to have been received on the immediately succeeding Business Day. The Lender may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Lender (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Lender the principal, interest, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Lender shall apply the payment in such manner as the Lender may determine to be appropriate in respect of obligations owing by the Borrower hereunder). Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the immediately succeeding Business Day (subject to accrual of interest at non-default rates and fees for the period of such extension (but not any default interest on amounts as to which such due date shall have been extended)), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the immediately preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.
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)
