IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer under the Loan Agreement and is authorized to execute on behalf of the Borrower and deliver to the Bank this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:
Appears in 3 contracts
Samples: Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower Borrowers, the Corporation and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower Borrowers are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower BAIRD FUNDS, INC., not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: /s/ Mxxx Xxxxx Xxxxxx Mxxx Xxxxx Xxxxxx President Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund 19-0549 Bxxxx Intermediate Bond Fund 19-0546 Bxxxx Aggregate Bond Fund 19-0548 Bxxxx Quality Intermediate Municipal Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MxxXxx Fund 19-0552 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small/Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19-0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 $550,000,000 BAIRD FUNDS, INC., a Wisconsin corporation (the "Corporation"), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a "Borrower'' or "Borrowing Fund" and collectively the "Borrowers" or "Borrowing Funds" hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for pay to the Borrower in any action upon order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 26, in any court in 2019, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of Five Hundred Fifty Million Dollars ($550,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the "Amended and all costs Restated Note" to which reference is made in the Tenth Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer Borrowers under the Loan Agreement and is authorized to execute on behalf of evidenced by this Note (the Borrower and deliver "Loans"). This Note shall bear interest at a rate per annum equal to the Bank this Certificate Prime Rate minus 2%, but in no event less than a net rate of one percent (1%) per annum, which interest shall be payable monthly, in arrears, commencing on June 1, 2018 and all other documents on the first day of each month thereafter and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount then due) and whenever such Borrowing Fund repays all or part of such Borrowing Fund's Loan Agreement and as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
Samples: Loan Agreement (Baird Funds Inc)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. By: Name: Title: I:\U.S. BANK\PROMNTE3.FRM U.S. Bank, N.A. 000 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Xxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx Ladies and Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") dated as of _________________ between U.S. Bank, N.A. (the "Bank") and ____________________ (the "Borrower") relating to the ________________ Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for [requests] [confirms the verbal request made by the Borrower in any action upon or in connection with prior to 2:00 p.m. on the date hereof for] a Loan on this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal date from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer under the Loan Agreement and is authorized to execute on behalf of the Borrower and deliver to the Bank this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$______________. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) OD as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become dueMSS Series Trust, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel CCA Aggressive Return Fund By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Treasurer and Secretary U.S. Bank National Association 000 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Xxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx Ladies and Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") dated effective as of December 15, 2017 between U.S. Bank National Association (the "Bank") and MSS Series Trust (the "Borrower") relating to the Bank and/or CCA Aggressive Return Fund (the Bank’s affiliates, and "Fund"). Capitalized terms used herein without definition shall have the Borrower hereby further waives any conflict of interest which might otherwise arise and consents meaning assigned to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer under terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests] [confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$_______________. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
Samples: Loan Agreement (MSS Series Trust)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower Borrowers, the Corporation and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower Borrowers are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: __________________________ Mxxx Xxxxx Xxxxxx President Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund 19-0549 Bxxxx Intermediate Bond Fund 19-0546 Bxxxx Aggregate Bond Fund 19-0548 Bxxxx Quality Intermediate Municipal Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MidCap Fund 19-0552 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small/Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19-0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Bxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0691 Chautauqua International Growth Fund 19-0692 $550,000,000 BAIRD FUNDS, INC., a Wisconsin corporation (the “Corporation”), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a “Borrower” or “Borrowing Fund” and collectively the “Borrowers” or “Borrowing Funds” hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for pay to the Borrower in any action upon order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 26, in any court in 2019, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Five Hundred Fifty Million Dollars ($550,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the “Amended and all costs Restated Note” to which reference is made in the Eleventh Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer Borrowers under the Loan Agreement and is authorized to execute on behalf of evidenced by this Note (the Borrower and deliver “Loans”). This Note shall bear interest at a rate per annum equal to the Bank this Certificate Prime Rate minus 2%, but in no event less than a net rate of one percent (1%) per annum, which interest shall be payable monthly, in arrears, commencing on Nvember 1, 2018 and all other documents on the first day of each month thereafter and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount then due) and whenever such Borrowing Fund repays all or part of such Borrowing Fund's Loan Agreement and as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
Samples: Loan Agreement (Baird Funds Inc)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below Nothing to disclose $130,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 4, 2022 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of One Hundred Thirty Million Dollars ($130,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the First Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx Bond Fund (the "Fund") between the Borrower and the Bank (aas amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate which interest shall be payable to the Bank this Certificate monthly, in arrears, commencing on December 1, 2021 and all other documents on the 1st day of each month thereafter, and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the Loan Agreement and (b) each definition of those individuals listed below who are duly elected executive officers Maturity Date; provided that the Borrower may at its option pay such interest whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and whenever the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability repays all or part of the Bank to accept from Loans as a voluntary prepayment. Interest on this Note shall be computed on the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically basis of a year consisting of three hundred sixty (360) days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law atlaw to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s 's affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ ' fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INCWARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. By: Jxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer and President The persons listed immediately below $1,000,000 Cincinnati, Ohio November 15, 2005 Xxxxxxxx Xxxxx Funds, Inc., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK N.A. (the "Bank"), or its successors or assigns, on or before November 15, 2006 (the "Maturity Date"), the principal sum of One Million Dollars ($1,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Xxxxxxxx Plumb Bond Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2005 and on the first day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement and Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Name: Jxxxx X. Xxxxxxxx Title: Chief Executive Officer and President The persons listed immediately below $2,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation, previously known ax Xxxxxxxx Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Two Million Dollars ($2,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of April 25, 2008 with respect to the Txxxxxxx MxxXxx Fund, previously known as the Txxxxxxx Plumb MidCap Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement and Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President Sxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 400 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Sxxxxx: TXXXXXXX IM FUNDS, INC. (the “Corporation”) on behalf of Txxxxxxx Bond Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) Please add the following names as persons authorized to request advances and direct repayments: (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) The persons undersigned, as an existing executive officer and Authorized Officer of the Corporation: (a) approved the addition of the individuals listed immediately below above, and (b) certifies that the undersigned has been authorized to do so by the Board of Directors of the Corporation. Txxxxxxx IM Funds, Inc. Nothing to disclose $90,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 3, 2023 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Ninety Million Dollars ($90,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the Second Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx Bond Fund (the "Fund") between the Borrower and the Bank (aas amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate which interest shall be payable to the Bank this Certificate monthly, in arrears, commencing on December 1, 2022 and all other documents on the 1st day of each month thereafter, and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the Loan Agreement and (b) each definition of those individuals listed below who are duly elected executive officers Maturity Date; provided that the Borrower may at its option pay such interest whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and whenever the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability repays all or part of the Bank to accept from Loans as a voluntary prepayment. Interest on this Note shall be computed on the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically basis of a year consisting of three hundred sixty (360) days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxxx X. Xxxxxxxx Jxxxx X. Xxxxxxxx Chief Executive Officer U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Amended and Restated Loan Agreement (as amended, supplemented or otherwise modified from time to time (the Borrower "Loan Agreement") dated as of November 6, 2020 between U.S. Bank National Association (the "Bank") and Txxxxxxx IM Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the Txxxxxxx MxxXxx Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$ . In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below Nothing to disclose $3,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 4, 2022 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Three Million Dollars ($3,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the First Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx MidCap Fund (the "Fund") between the Borrower and the Bank (aas amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate which interest shall be payable to the Bank this Certificate monthly, in arrears, commencing on December 1, 2021 and all other documents on the 1st day of each month thereafter, and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the Loan Agreement and (b) each definition of those individuals listed below who are duly elected executive officers Maturity Date; provided that the Borrower may at its option pay such interest whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and whenever the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability repays all or part of the Bank to accept from Loans as a voluntary prepayment. Interest on this Note shall be computed on the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically basis of a year consisting of three hundred sixty (360) days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s 's affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ ' fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx ____________________________ Name: Xxxxx X. Xxxxxxxx Chief Executive Officer Xxxxxx Title: President U.S. Bank, National Association 000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Ladies and President Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or otherwise modified from time to time (the "Loan Agreement") dated as of March 4, 2010 between U.S. Bank National Association (the "Bank") and The persons listed immediately below under “Executive Officer” are duly elected executive officers of Community Reinvestment Act Qualified Investment Fund (the Borrower and "Borrower") relating to the The Community Reinvestment Act Qualified Investment Fund (a) each is an Authorized Officer under the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$___. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
Samples: Loan Agreement (Community Reinvestment Act Qualified Investment Fund)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer Nothing to disclose $160,000,000.00 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the “Borrower”), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before November 6, 2020 or such earlier date specified in the Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of One Hundred Sixty Million Dollars ($160,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the “Amended and President The persons listed immediately below under Restated Note” to which reference is made in the Seventeenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx Bond Fund (the “Executive Officer” are duly elected executive officers of Fund”) between the Borrower and the Bank (aas amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the “Loans”). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2019 and on the 1st day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed. The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (bii) each the principal of those individuals listed below who are duly elected executive officers this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of the Borrower is authorized to provide the Bank demand, acceleration or otherwise. This Note may be voluntarily prepaid in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to whole or in accordance with Loan Agreement specifically part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (but without limitation10) Sections 2(c), 6(a)(i) or 8(n), including through days after the use of secure digital encryption technology, such as DocuSign eSignature®date due, the Borrower hereby confirms to shall pay the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer amount equal to five percent (who 5%) of such payment or $50.00, whichever is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:greater.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. It is acknowledged and agreed that the Borrower is entering into this Note solely for and on behalf of the Fund and this Note is not intended to create obligations of the Borrower independent of the Fund. It is expressly agreed that the obligations of the Borrower hereunder shall not be binding upon any of its trustees, shareholders, nominees, officers, agents or employees of the Borrower personally, but shall bind only the property of the Fund as provided in the Borrower’s Declaration of Trust. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx _____________________________ Xxxxxx Xxxx President Xxxxxx X. Xxxxxxxx Chief Executive Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 000 Xxxxxx Xxxxxx, XX-XX-X0XX Xxxxxxxxxx, Xxxx 00000 Dear Xxxxxx: UNIFIED SERIES TRUST (the “Trust”) on behalf of Silk Invest New Horizons Frontier Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: Signature:_____________________________________ ___________________ (Name) (effective date) (Title) (Email) Signature:_____________________________________ ___________________ (Name) (effective date) (Title) (Email) Please add the following names as persons authorized to request advances and direct repayments: (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) The undersigned, as an existing executive officer and Authorized Officer of the Trust: (a) approved the addition of the individuals listed above, and President The persons listed immediately below (b) certifies that the undersigned has been authorized to do so by the Board of Trustees of the Trust. ______________________________ (Name) (Title) (Trust) Nothing to disclose $ 1,000,000.00 Cincinnati, Ohio UNIFIED SERIES TRUST, an Ohio business trust (the "Borrower"), solely for and on behalf of its series the Silk Invest New Horizons Frontier Fund (the “Fund”) for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION, (the "Bank"), or its successors or assigns, on or before September 19, 2023, or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of One Million Dollars ($1,000,000.00), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Promissory Note (this “Executive Officer” are duly elected executive officers Note”) is the "Note" to which reference is made in the First Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Fund between the Borrower and the Bank (aas amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized to execute on behalf of evidenced by this Note (the Borrower and deliver "Loans"). This Note shall bear interest at a rate per annum equal to the Bank this Certificate Prime Rate, which interest shall be payable monthly, in arrears, commencing on October 1, 2022 and all other documents on the 1st day of each month thereafter and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the Loan Agreement and (b) each definition of those individuals listed below who are duly elected executive officers Maturity Date; provided that the Borrower may at its option pay such interest whenever all or any part of the Loans are due, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount then due), and whenever the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability repays all or part of the Bank to accept from Loans as a voluntary prepayment. Interest on this Note shall be computed on the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically basis of a year consisting of three hundred sixty (360) days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, each Borrower and the Borrower Corporation and the Trust and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower Borrower, the Corporation and the Trust and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower Borrowers are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Xxxxxxx Xxxxxxx Treasurer not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Xxxxxxx Xxxxxxx Treasurer Wilshire 5000 Index Fund 19-9956 Wilshire 5000 Index Fund (L.A. Capital) 19-9957 Wilshire Income Opportunities Fund 19-9959 Wilshire Income Opportunities Fund (DoubleLine) 19-9960 Wilshire Income Opportunities Fund (Manulife) 19-9961 Wilshire Income Opportunities Fund (Voya) 19-9962 Wilshire International Equity Fund 19-9963 Wilshire International Equity Fund (WCM) 19-9964 Wilshire International Equity Fund (L.A. Capital) 19-9965 Wilshire International Equity Fund (Pzena) 19-9966 Wilshire International Equity Fund (Lazard) 19-9967 Wilshire International Equity Fund (Voya) 19-9984 Wilshire Large Company Growth Portfolio 19-9968 Wilshire Large Company Growth Portfolio (Xxxxxx Xxxxxx) 19-9969 Wilshire Large Company Growth Portfolio (L.A. Capital) 19-9970 Wilshire Large Company Growth Portfolio (Xxxx Xxxxx) 19-9983 Wilshire Large Company Growth Portfolio (Voya) 19-9985 Wilshire Large Company Value Portfolio 19-9972 Wilshire Large Company Value Portfolio (L.A. Capital) 19-9973 Wilshire Large Company Value Portfolio (Pzena) 19-9974 Wilshire Large Company Value Portfolio (BHMS) 19-9975 Wilshire Large Company Value Portfolio (Voya) 19-9986 Wilshire Small Company Growth Portfolio 19-9976 Wilshire Small Company Growth Portfolio (L.A. Capital) 19-9977 Wilshire Small Company Growth Portfolio (Ranger) 19-9978 Wilshire Small Company Value Portfolio 19-9979 Wilshire Small Company Value Portfolio (L.A. Capital) 19-9980 Wilshire Small Company Value Portfolio (Diamond Hill) 19-9981 Wilshire Small Company Value Portfolio (Hotchkis & Wiley) 19-9982 Wilshire Global Allocation Fund 19-9958 WILSHIRE MUTUAL FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under ., a Maryland corporation (the “Executive Officer” are duly elected executive officers Corporation”), WILSHIRE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”) is entering into and/or continuing a loan transaction with U.S. Bank National Association (the “Bank”) pursuant to a loan agreement effective as of even date herewith (the Borrower and (a) each is an Authorized Officer under the Loan Agreement and is authorized to execute on behalf of the Borrower and deliver to the Bank this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the “Loan Agreement”). In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®that connection, the Borrower hereby confirms to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as followsundersigned certify:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to any Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Each Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such 127343843v1 Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Each Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower Borrowers are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Each Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Each Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS127343843v1 ARISTOTLE FUNDS SERIES TRUST, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer under the Loan Agreement and is authorized to execute not individually but solely on behalf of the Borrower and deliver to the Bank this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals its Funds listed below who are duly elected executive officers of on Schedule “A” to this Note, separately and not jointly By: Name: Xxx St. Xxxxxxx Title: Vice President 127343843v1 19-4901 Aristotle Ultra Short Income Fund 19-4902 Aristotle Short Duration Income Fund 19-4903 Aristotle Core Income Fund 19-4904 Xxxxxxxxx ESG Core Bond Fund 19-4905 Aristotle Strategic Income Fund 19-4907 Aristotle High Yield Bond Fund 19-4908 Xxxxxxxxx Xxxxx/Mid Cap Equity Fund 19-4909 Xxxxxxxxx Xxxxx Cap Equity Fund II 19-4913 Xxxxxxxxx Portfolio Optimization Conservative Fund 19-4914 Xxxxxxxxx Portfolio Optimization Moderate Conservative Fund 19-4915 Xxxxxxxxx Portfolio Optimization Moderate Fund 19-4916 Xxxxxxxxx Portfolio Optimization Growth Fund 19-4917 Xxxxxxxxx Portfolio Optimization Aggressive Growth Fund 127343843v1 ARISTOTLE FUNDS SERIES TRUST, a Delaware statutory trust (the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c“Trust”), 6(a)(i) or 8(n), including through the use not individually but solely on behalf of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms each of its Funds set forth on Exhibit A to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bankas defined below), are those severally and not jointly (each a “Borrower” and collectively the “Borrowers”) is entering into and/or continuing a loan transaction with U.S. Bank National Association (the “Bank”) pursuant to whom a loan agreement effective as of even date herewith (the Bank may send and receive as authorized “Loan Agreement”). Capitalized terms used herein without definition shall have the meaning assigned to such instructions for electronic signaturesterms in the Loan Agreement unless the context otherwise requires. As of the date hereofIn that connection, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as followsundersigned certifies:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President Sxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 400 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Sxxxxx: TXXXXXXX IM FUNDS, INC. (the “Corporation”) on behalf of Txxxxxxx MxxXxx Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) Please add the following names as persons authorized to request advances and direct repayments: (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) The persons undersigned, as an existing executive officer and Authorized Officer of the Corporation: (a) approved the addition of the individuals listed immediately below above, and (b) certifies that the undersigned has been authorized to do so by the Board of Directors of the Corporation. Txxxxxxx IM Funds, Inc. Nothing to disclose $2,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 3, 2023 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Two Million Dollars ($2,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the Second Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx MxxXxx Fund (the "Fund") between the Borrower and the Bank (aas amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate which interest shall be payable to the Bank this Certificate monthly, in arrears, commencing on December 1, 2022 and all other documents on the 1st day of each month thereafter, and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the Loan Agreement and (b) each definition of those individuals listed below who are duly elected executive officers Maturity Date; provided that the Borrower may at its option pay such interest whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and whenever the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability repays all or part of the Bank to accept from Loans as a voluntary prepayment. Interest on this Note shall be computed on the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically basis of a year consisting of three hundred sixty (360) days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxxx X. Xxxxxxxx Jxxxx X. Xxxxxxxx Chief Executive Officer U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Amended and Restated Loan Agreement (as amended, supplemented or otherwise modified from time to time (the Borrower "Loan Agreement") dated as of November 6, 2020 between U.S. Bank National Association (the "Bank") and Txxxxxxx IM Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the Txxxxxxx LargeCap Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$ . In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Trust and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Trust and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower Borrowers, the Trust and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower Borrowers are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Xxxx Xxxxxxxxxxx Vice President Fund Name TIN Number City National Rochdale Limited Maturity Fixed Income Fund 00-0000000 City National Rochdale Government Bond Fund 00-0000000 City National Rochdale Corporate Bond Fund 00-0000000 City National Rochdale Caiifornia Tax Exempt Bond Fund 00-0000000 City National Rochdale Municipal High Income Fund 00-0000000 City National Rochdale High Yield Bond Fund 00-0000000 City National Rochdale Intermediate Fixed Income Fund 00-0000000 City National Rochdale Fixed Income Opportunities Fund 00-0000000 City National Rochdale Multi-Asset Fund 00-0000000 City National Rochdale Dividend & Income Fund 00-0000000 City National Rochdale U.S. Core Equity Fund 00-0000000 City National Rochdale Socially Responsible Equity Fund 00-0000000 City National Rochdale Emerging Markets Fund 00-0000000 City National Rochdale Funds, a Delaware statutory trust (the Borrower hereunder may also be counsel to “Trust”) is entering into and/or continuing a loan transaction with U.S. BANK NATIONAL ASSOCIATION (the Bank and/or the “Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security ”) for the Loans and obligationsbenefit of their respective borrowing Funds (“Borrowing Funds”) pursuant to a loan agreement effective as of even date herewith (the “Loan Agreement”). TXXXXXXX IM FUNDSIn that connection, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and undersigned certifies (a) each is an Authorized Officer under the Loan Agreement and is authorized to execute but only on behalf of the Borrower and deliver to the Bank this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:Fund):
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer Nothing to disclose $6,000,000.00 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the “Borrower”), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before November 6, 2020 or such earlier date specified in the Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Six Million Dollars ($6,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the “Amended and President The persons listed immediately below under Restated Note” to which reference is made in the Seventeenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx LargeCap Fund (the “Executive Officer” are duly elected executive officers of Fund”) between the Borrower and the Bank (aas amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the “Loans”). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2019 and on the 1st day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed. The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (bii) each the principal of those individuals listed below who are duly elected executive officers this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of the Borrower is authorized to provide the Bank demand, acceleration or otherwise. This Note may be voluntarily prepaid in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to whole or in accordance with Loan Agreement specifically part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (but without limitation10) Sections 2(c), 6(a)(i) or 8(n), including through days after the use of secure digital encryption technology, such as DocuSign eSignature®date due, the Borrower hereby confirms to shall pay the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer amount equal to five percent (who 5%) of such payment or $50.00, whichever is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:greater.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President Sxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 400 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Sxxxxx: TXXXXXXX IM FUNDS, INC. (the “Corporation”) on behalf of Txxxxxxx LargeCap Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) Please add the following names as persons authorized to request advances and direct repayments: (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) The persons undersigned, as an existing executive officer and Authorized Officer of the Corporation: (a) approved the addition of the individuals listed immediately below above, and (b) certifies that the undersigned has been authorized to do so by the Board of Directors of the Corporation. Txxxxxxx IM Funds, Inc. Nothing to disclose $7,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 3, 2023 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Seven Million Dollars ($7,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the Second Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx LargeCap Fund (the "Fund") between the Borrower and the Bank (aas amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate which interest shall be payable to the Bank this Certificate monthly, in arrears, commencing on December 1, 2022 and all other documents on the 1st day of each month thereafter, and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the Loan Agreement and (b) each definition of those individuals listed below who are duly elected executive officers Maturity Date; provided that the Borrower may at its option pay such interest whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and whenever the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability repays all or part of the Bank to accept from Loans as a voluntary prepayment. Interest on this Note shall be computed on the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically basis of a year consisting of three hundred sixty (360) days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Name: Jxxxx X. Xxxxxxxx Title: Chief Executive Officer and President The persons listed immediately below $145,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation, previously known ax Xxxxxxxx Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of One Hundred Forty Five Million Dollars ($145,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Txxxxxxx Bond Fund, previously known as the Txxxxxxx Plumb Bond Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement and Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower Borrowers, the Corporation and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower Borrowers are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower BAIRD FUNDS, INC., not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Vice President Fund Name Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Xxxxx SmallCap Value Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small/Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 Xxxxx Strategic Municipal Bond Fund 19-0696 Xxxxx Municipal Bond Fund 19-0697 $600,000,000 Cincinnati, Ohio BAIRD FUNDS, INC., a Wisconsin corporation (the “Corporation”), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a “Borrower” or “Borrowing Fund” and collectively the “Borrowers” or “Borrowing Funds” hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for pay to the Borrower in any action upon order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 25, in any court in 2020, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Six Hundred Million Dollars ($600,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the “Amended and all costs Restated Note” to which reference is made in the Thirteenth Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer Borrowers under the Loan Agreement and is authorized to execute on behalf of evidenced by this Note (the Borrower and deliver “Loans”). This Note shall bear interest at a rate per annum equal to the Bank this Certificate Prime Rate minus 2%, but in no event less than a net rate of one percent (1%) per annum, which interest shall be payable monthly, in arrears, commencing on January 1, 2020 and all other documents on the first day of each month thereafter and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount then due) and whenever such Borrowing Fund repays all or part of such Borrowing Fund’s Loan Agreement and as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
Samples: Loan Agreement (Baird Funds Inc)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer Nothing to disclose $6,000,000 Cincinnati, Ohio November 9, 2018 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 8, 2019 or such earlier date specified in the Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of Six Million Dollars ($6,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the "Amended and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Restated Note" to which reference is made in the Sixteenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx LargeCap Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to the Prime Rate, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2018 and on the 1st day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed. The principal of this Note is authorized subject to execute mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on behalf the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater. An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate. All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 400 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower and deliver at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Certificate Note and all other documents and instruments described payments thereon on the reverse of this Note or in the applicable resolutions Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the Borrower on file with amount owing to the Bank and in Section 6(a)(i) unpaid on this Note, absent manifest error. If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of shall control. Terms used but not defined herein shall have the Borrower is authorized to provide the Bank same meanings herein as in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower Borrowers, the Corporation and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower Borrowers are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower XXXXX FUNDS, INC., not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: /s/ Xxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President Fund Name Pledge Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Xxxxx SmallCap Value Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small/Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 $600,000,000 Cincinnati, Ohio XXXXX FUNDS, INC., a Wisconsin corporation (the “Corporation”), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a “Borrower” or “Borrowing Fund” and collectively the “Borrowers” or “Borrowing Funds” hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for pay to the Borrower in any action upon order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 25, in any court in 2020, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Five Hundred Fifty Million Dollars ($550,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the “Amended and all costs Restated Note” to which reference is made in the Twelfth Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer Borrowers under the Loan Agreement and is authorized to execute on behalf of evidenced by this Note (the Borrower and deliver “Loans”). This Note shall bear interest at a rate per annum equal to the Bank this Certificate Prime Rate minus 2%, but in no event less than a net rate of one percent (1%) per annum, which interest shall be payable monthly, in arrears, commencing on June 1, 2019 and all other documents on the first day of each month thereafter and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount then due) and whenever such Borrowing Fund repays all or part of such Borrowing Fund’s Loan Agreement and as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
Samples: Loan Agreement (Baird Funds Inc)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer Nothing to disclose $145,000,000 Cincinnati, Ohio November 9, 2018 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 8, 2019 or such earlier date specified in the Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of One Hundred Forty Five Million Dollars ($145,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the "Amended and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Restated Note" to which reference is made in the Sixteenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx Bond Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to the Prime Rate, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2018 and on the 1st day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed. The principal of this Note is authorized subject to execute mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on behalf the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater. An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate. All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 400 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower and deliver at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Certificate Note and all other documents and instruments described payments thereon on the reverse of this Note or in the applicable resolutions Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the Borrower on file with amount owing to the Bank and in Section 6(a)(i) unpaid on this Note, absent manifest error. If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of shall control. Terms used but not defined herein shall have the Borrower is authorized to provide the Bank same meanings herein as in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Name: Jxxxx X. Xxxxxxxx Title: Chief Executive Officer and President The persons listed immediately below $5,500,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation, previously known ax Xxxxxxxx Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Five Million Five Hundred Thousand Dollars ($5,500,000.00), or such portion thereof as may be outstanding from time to time as a Loan under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Txxxxxxx LargeCap Fund, previously known as the Txxxxxxx Plumb Growth Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement and Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM PXXXX FUNDS, INC. By: Jxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or otherwise modified from time to time (the Borrower "Loan Agreement") dated as of April 25, 2008 between U.S. Bank National Association (the "Bank") and Txxxxxxx Plumb Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the Txxxxxxx Pxxxx MxxXxx Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$__________. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-attorney- at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INCWARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. By: Jxxxx __________________________ Mxxxxx Xxxx President U.S. Bank National Association 400 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Cxxxxxxxxx, Xxxx 00000 Attention: Sxxxxx X. Xxxxxxxx Chief Executive Officer Xxxxx Ladies and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Amended and Restated Loan Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the Borrower "Loan Agreement") dated effective as of September 21, 2021 between U.S. Bank National Association (the "Bank") and Unified Series Trust (athe "Borrower") each is an Authorized Officer under relating to the Silk Invest New Horizons Frontier Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests] [confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$ . In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer Nothing to disclose $2,300,000 Cincinnati, Ohio November 9, 2018 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 8, 2019 or such earlier date specified in the Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of Two Million Three Hundred Thousand Dollars ($2,300,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the "Amended and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Restated Note" to which reference is made in the Twelfth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx MidCap Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to the Prime Rate, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2018 and on the 1st day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed. The principal of this Note is authorized subject to execute mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on behalf the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater. An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate. All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 400 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower and deliver at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Certificate Note and all other documents and instruments described payments thereon on the reverse of this Note or in the applicable resolutions Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the Borrower on file with amount owing to the Bank and in Section 6(a)(i) unpaid on this Note, absent manifest error. If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of shall control. Terms used but not defined herein shall have the Borrower is authorized to provide the Bank same meanings herein as in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxxx X. Xxxxxxxx Jxxxx X. Xxxxxxxx Chief Executive Officer U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Amended and Restated Loan Agreement (as amended, supplemented or otherwise modified from time to time (the Borrower "Loan Agreement") dated as of November 6, 2020 between U.S. Bank National Association (the "Bank") and Txxxxxxx IM Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the Txxxxxxx Bond Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$ . In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District Xxxxxxxx Xxxxxxxx of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-attorney- at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INCWARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. By: Jxxxx /s/ Mxxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers of the Borrower and (a) each is an Authorized Officer under the Loan Agreement and is authorized to execute on behalf of the Borrower and deliver to the Bank this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:Dxxx Xxxxxx Dxxx President
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President U.S. Bank National Association 000 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Xxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Chief Executive Officer Xxxxx Ladies and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the Borrower "Loan Agreement") dated effective as of June 11, 2020 between U.S. Bank National Association (the "Bank") and CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND (athe "Borrower") each is an Authorized Officer under relating to the City National Rochdale Strategic Credit Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests] [confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$______________. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
Samples: Loan Agreement (City National Rochdale Strategic Credit Fund)
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: President and Treasurer U.S. Bank, National Association 000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxx Chief Executive Officer Xxxxx Ladies and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or otherwise modified from time to time (the Borrower "Loan Agreement") dated as of September 1, 2004 between U.S. Bank National Association (the "Bank") and Matrix Advisors Value Fund (athe "Borrower") each is an Authorized Officer under relating to the Matrix Advisors Value Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement and is authorized to execute on behalf of unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower and deliver prior to 2:00 p.m. on the Bank date hereof for] a Loan on this Certificate and all other documents and instruments described in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(i) of the Loan Agreement and (b) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide date from the Bank in the future with the names aggregate principal amount of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement$ . In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the The Borrower hereby confirms to the Bank certifies, represents and warrants that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, both before and after giving effect to the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing requested Loan repayments are as followsor any portion thereof:
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer Nothing to disclose $2,000,000.00 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the “Borrower”), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before November 6, 2020 or such earlier date specified in the Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Two Million Dollars ($2,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the “Amended and President The persons listed immediately below under Restated Note” to which reference is made in the Thirteenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx MidCap Fund (the “Executive Officer” are duly elected executive officers of Fund”) between the Borrower and the Bank (aas amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the “Loans”). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2019 and on the 1st day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed. The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (bii) each the principal of those individuals listed below who are duly elected executive officers this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of the Borrower is authorized to provide the Bank demand, acceleration or otherwise. This Note may be voluntarily prepaid in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to whole or in accordance with Loan Agreement specifically part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (but without limitation10) Sections 2(c), 6(a)(i) or 8(n), including through days after the use of secure digital encryption technology, such as DocuSign eSignature®date due, the Borrower hereby confirms to shall pay the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer amount equal to five percent (who 5%) of such payment or $50.00, whichever is an executive officer of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:greater.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note Agreement at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law atlaw to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s 's affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ ' fees to be paid from proceeds of collection of this Note Agreement and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDSWARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. Xxxxxxxx Xxxxx Funds, INC. Inc. By: Jxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer and President The persons listed immediately below $20,000,000 Cincinnati, Ohio November 15, 2005 Xxxxxxxx Xxxxx Funds, Inc., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK N.A. (the "Bank"), or its successors or assigns, on or before November 15, 2006 (the "Maturity Date"), the principal sum of Twenty Million Dollars ($20,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Xxxxxxxx Plumb Growth Fund (the "Fund") between the Borrower and the Bank (aas amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime, which interest shall be payable to the Bank this Certificate (i) monthly, in arrears, commencing on December 1, 2005 and on the first day of each month thereafter, (ii) whenever all other documents and instruments described in the applicable resolutions or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower on file with the Bank and in Section 6(a)(i) repays all of the Loan Agreement and Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (b360) each of those individuals listed below who are duly elected executive officers of the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically (days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Bank against the Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Note and/or any and all collateral and security for the Loans and obligations. TXXXXXXX IM FUNDS, INC. By: Jxxxx X. Xxxxxxxx Chief Executive Officer and President The persons listed immediately below Nothing to disclose $8,000,000 Cincinnati, Ohio TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 4, 2022 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Eight Million Dollars ($8,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the First Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx LargeCap Fund (the "Fund") between the Borrower and the Bank (aas amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") each and is an Authorized Officer subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and is authorized evidenced by this Note (the "Loans"). This Note shall bear interest at a rate per annum equal to execute on behalf of the Borrower and deliver Prime Rate which interest shall be payable to the Bank this Certificate monthly, in arrears, commencing on December 1, 2021 and all other documents on the 1st day of each month thereafter, and instruments described on the date specified in the applicable resolutions of the Borrower on file with the Bank and in Section 6(a)(iclause (b) of the Loan Agreement and (b) each definition of those individuals listed below who are duly elected executive officers Maturity Date; provided that the Borrower may at its option pay such interest whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and whenever the Borrower is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the deletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability repays all or part of the Bank to accept from Loans as a voluntary prepayment. Interest on this Note shall be computed on the Borrower from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement specifically basis of a year consisting of three hundred sixty (360) days but without limitation) Sections 2(c), 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms applied to the Bank that the Borrower’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer actual number of the Borrower) as authorized to request Loan advances and authorize Loan repayments under the Loan Agreement (and their names, titles, respective email addresses, and signatures (if any) on file with the Bank), are those to whom the Bank may send and receive as authorized such instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Borrower (including executive officers and non-executive officers) and those other individuals with authority limited to requesting Loans and authorizing Loan repayments are as follows:days elapsed.
Appears in 1 contract
