Common use of Notice of Exclusive Control Clause in Contracts

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice President

Appears in 2 contracts

Samples: Pledge and Security Agreement (Foxby Corp.), Control Agreement (Foxby Corp.)

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Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, 2018 (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Dividend and Income Fund (the "Borrower") ), and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. Dividend and Income Fund (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Dividend and Income Fund Bexil Advisers LLC Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Dividend and Income Fund (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice President

Appears in 2 contracts

Samples: Pledge and Security Agreement (Dividend & Income Fund), Control Agreement (Dividend & Income Fund)

Notice of Exclusive Control. We hereby instruct you pursuant to Ladies and Gentlemen: As referenced in the terms of that certain Collateral Account Control Agreement Agreement, dated as of June 18March 17, 2018among Delos Aircraft Inc., as Pledgor, Bank of America N.A., as Collateral Agent for the Secured Parties, as Pledgee, and Banc of America Securities LLC, as Securities Intermediary, we hereby give you notice of our exclusive control over securities account number 00000000 (as the “Collateral Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instruction or entitlement order with respect to the Collateral Account or the financial assets credited thereto from time to time amended and supplemented, the "Control Agreement") among any person other than the undersigned. You are hereby instructed to [deliver][invest] the financial assets in the Collateral Account and cash dividends, The Huntington National Bank interest, income, earning, and other distributions received with respect thereto, as follows: [ ] Very truly yours, BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: cc: Delos Aircraft Inc. EXHIBIT C FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (together with its successors this “Assignment and assignsAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), Foxby Corp. (receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the "Borrower") Assignee][the respective Assignees], and you[the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as Custodianof the Effective Date inserted by the Administrative Agent as contemplated below, that you (i) shall not follow all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any instructions other documents or entitlement orders instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of Borrower in respect all of such outstanding rights and obligations of [the Collateral Account(s) or Assignor][the respective Assignors] under the Collateral assets held by you for Foxby Corp. (as each such capitalized term is defined in the Control Agreement), respective facilities identified below and (ii) unless to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and until otherwise expressly instructed by any other right of [the undersignedAssignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, Custodian shall exclusively follow whether known or unknown, arising under or in connection with the entitlement orders and instructions Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the undersigned foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in respect of equity related to the Collateral Account(srights and obligations sold and assigned pursuant to clause (i) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, above (the "Bank"rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), hereby certifies that if the persons whose names appear below are authorized to act on its behalfassignment is from a single Assignor, including choose the authorization to give instructionsfirst bracketed language. If the assignment is from multiple Assignors, with respect to choose the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice Presidentsecond bracketed language.

Appears in 1 contract

Samples: Aircraft Lease Agreement (International Lease Finance Corp)

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, 2018 (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Dividend and Income Fund (the "Borrower") ), and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. Dividend and Income Fund (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Dividend and Income Fund Bexil Advisers LLC Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Dividend and Income Fund (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice PresidentPresident DATE: APPENDIX B TO CREDIT AGREEMENT BETWEEN Dividend and Income Fund AND THE HUNTINGTON NATIONAL BANK AUTHORIZATION LETTER _____________, 2018 Xxxxxx Xxxxxxxx The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx XXXX00 Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: This letter will serve as a notification that Dividend and Income Fund (the "Trust") and Bexil Advisers LLC (the "Investment Advisor") have the power and authority to request and enter into borrowings on behalf of those investment series set forth on Exhibit 1.1 (the "Funds" and each a "Fund") pursuant to that certain Credit Agreement between the Trust and The Huntington National Bank dated as of even date herewith ("Credit Agreement"). The Trust is the Borrower referenced in the Credit Agreement. The Adviser is the investment adviser for the Trust registered under the Investment Advisers Act of 1940 with SEC registration number 801-71976. The Trust and the Investment Advisor hereby expressly authorize The Huntington National Bank (the "Custodian") as the Borrower's designated representative on behalf of the Funds, without any further oral or written instruction, (a) to request advances from The Huntington National Bank (the "Bank") under the Credit Agreement for the purposes set forth therein on each occasion where a Fund has daily cash needs in excess of the amount of cash then available in the Fund's Trust Custody Account, and (b) to immediately apply when available the cash held by the Custodian on behalf of the Fund to the repayment of principal and interest of the amounts due by the Fund under the Credit Agreement. The Trust and the Investment Advisor hereby acknowledge and agree that all securities of a Fund are to be pledged as security for any and all advances made to the Fund under the Credit Agreement pursuant to the terms of the Pledge and Security Agreement to be entered into between the Bank and the Borrower (the Pledge Agreement") and upon the delivery of a Report of Pledged Securities to the Bank. The Trust and the Investment Adviser hereby authorize and direct the Custodian to execute on behalf of the Fund, a Report of Pledged Securities granting to the Bank a security interest in securities owned by the Fund in an amount equal to the Loan. Notwithstanding the authority granted to the Custodian in this Authorization Letter, the Trust and the Investment Adviser shall be at all times responsible for ensuring that the borrowings made by a Fund under the Credit Agreement do not violate the Investment Company Act of 1940 or any of the rules and regulations thereunder. A Fund shall from time to time promptly inform the Custodian of any applicable limitations, restrictions and/or prohibitions on borrowings by the Fund under any agreement binding upon or affecting the Fund. Nothing in this Authorization Letter shall obligate the Custodian to request any advances under the Credit Agreement. To the extent that the Custodian takes any actions contemplated by this Authorization Letter, the Custodian shall be held to the exercise of reasonable care and shall be without liability to a Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim unless arising from the gross negligence, bad faith or willful misconduct of the Custodian. The Custodian shall not be under any obligation at any time to ascertain whether a Fund is in compliance with the Investment Company Act of 1940, the rules and regulations thereunder, any other laws, rules or regulations applicable to the Trust or the Fund, the provisions of the Trust's charter documents or by-laws, or the Fund's investment objectives and policies as then in effect. Nothing contained in this Agreement shall be deemed to modify or amend the Custody Agreement in effect between the Custodian and the Borrower. The obligations and liabilities of the Bank and the Borrower shall be as set forth in the Credit Agreement and related loan documents. The Trust and the Investment Adviser hereby expressly authorize the Bank to act upon the oral and/or written instructions of the Custodian as the Funds' authorized designated representative, in making advances to the Fund under the Credit Agreement. The authorizations and designations set forth in this Authorization Letter shall remain in force as to a Fund until delivery to the Custodian and the Bank of written notice by Trust revoking such authorizations and designations. SIGNATURE PAGE TO FOLLOW Sincerely yours, Dividend and Income Fund By: Name: Title: Bexil Advisers LLC By: Name: Title: Exhibit 1.1 To the Authorization Letter Participating Funds Date: June 18, 2018

Appears in 1 contract

Samples: Revolving Credit Agreement (Dividend & Income Fund)

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18May 28, 20182014, as amended January 30, 2023 (as from time to time amended and supplemented, the "Control Agreement") ”), among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Spirit of America Investment Fund, Inc. (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. the Borrower (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: :_________________________________ Authorized Signatory cc: Foxby Spirit of America Investment Fund, Inc. Spirit of America Management Corp. Midas Management Corporation Exhibit C [Bank Lender letterhead] The Huntington National Bank 7 Easton OvalXxxxxx Xxxx/EA4E95 XxxxxxxxXA5W72 Columbus, Xxxx 00000 Ohio 43219 Attention: Xxxxx Kexxx Xxxxxx The Huntington National Bank, (the "Bank"“Lender”), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Spirit of America Investment Fund, Inc. (the "Borrower") and you, as Custodian, dated as of June 18May 28, 20182014, as amended January 30, 2023. The Bank Lender further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Anxxxx Xxxxxxxx _________________________ Mixx X. Xxxxx X. _________________________ Kaxxx Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Jax Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY:____________________________ TITLE:_________________________ DATE: TITLE_________________________ Exhibit 1.1 To the Authorization Letter Participating Funds Date: Senior Vice PresidentMay 28, 2014, as amended January 30, 2023 Spirit of America Real Estate Income and Growth Fund Spirit of America Large Cap Value Fund Spirit of America High Yield Tax Free Bond Fund Spirit of America Income Fund Spirit of America Income and Opportunity Fund Spirit of America Energy Fund Spirit of America Utilities Fund 4890-7359-8539.1

Appears in 1 contract

Samples: Revolving Credit Agreement (Spirit of America Investment Fund Inc)

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18March 15, 2018, 2019 (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Capitol Series Trust (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. Hedeker Strategic Appreciation Fund (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Capitol Series Trust Hedeker Wealth LLC Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 XxxxxxxxCxxxxxxx, Xxxx 00000 Attention: Xxxxx Kxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons Persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Capitol Series Trust (the "Borrower") and you, as Custodian, dated as of June 18March 15, 20182019. The Bank further certifies that the true signature of each such person Person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Axxxxx Xxxxxxxx Kxxxx Xxxxxxxx Jxxxxx Xxxxx Jxx Xxxxx THE HUNTINGTON NATIONAL BANK BY: TITLE: DATE: XXXXXXXX X TO CREDIT AGREEMENT BETWEEN CAPITOL SERIES TRUST AND THE HUNTINGTON NATIONAL BANK AUTHORIZATION LETTER _________________________ , 2019 Axxxxx Xxxxxxxx The Huntington National Bank 40 Xxxxx X. Xxxxxxxx _________________________ Xxxxxxxxxxxx Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ XXXX00 Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: This letter will serve as a notification that Capitol Series Trust (the “Borrower”) and Hedeker Wealth LLC (the “Investment Advisor”) have the power and authority to request and enter into borrowings on behalf of those investment series set forth on Exhibit 1.1 (the “Funds” and each a “Fund”) pursuant to that certain Credit Agreement between the Borrower and The Huntington National Bank dated as of even date herewith (“Credit Agreement”). The Borrower is the Borrower referenced in the Credit Agreement. The Adviser is the investment adviser for the Borrower registered under the Investment Advisers Act of 1940 with SEC registration number 801-61654. The Borrower and the Investment Advisor hereby expressly authorize The Huntington National Bank (the “Custodian”) as the Borrower’s designated representative on behalf of the Funds, without any further oral or written instruction, (a) to request advances from The Huntington National Bank (the “Bank”) under the Credit Agreement for the purposes set forth therein on each occasion where a Fund has daily cash needs in excess of the amount of cash then available in the Fund’s Trust Custody Account, and (b) to immediately apply when available the cash held by the Custodian on behalf of the Fund to the repayment of principal and interest of the amounts due by the Fund under the Credit Agreement. The Borrower and the Investment Advisor hereby acknowledge and agree that all securities of a Fund are to be pledged as security for any and all advances made to the Fund under the Credit Agreement pursuant to the terms of the Pledge and Security Agreement to be entered into between the Bank and the Borrower (the Pledge Agreement”) and upon the delivery of a Report of Pledged Securities to the Bank. The Borrower and the Investment Adviser hereby authorize and direct the Custodian to execute on behalf of the Fund, a Report of Pledged Securities granting to the Bank a security interest in securities owned by the Fund in an amount equal to the Loan. Notwithstanding the authority granted to the Custodian in this Authorization Letter, the Borrower and the Investment Adviser shall be at all times responsible for ensuring that the borrowings made by a Fund under the Credit Agreement do not violate the Investment Company Act of 1940 or any of the rules and regulations thereunder. A Fund shall from time to time promptly inform the Custodian of any applicable limitations, restrictions and/or prohibitions on borrowings by the Fund under any agreement binding upon or affecting the Fund. Nothing in this Authorization Letter shall obligate the Custodian to request any advances under the Credit Agreement. To the extent that the Custodian takes any actions contemplated by this Authorization Letter, the Custodian shall be held to the exercise of reasonable care and shall be without liability to a Fund for any loss, damage, cost, expense (including attorneys’ fees and disbursements), liability or claim unless arising from the gross negligence, bad faith or willful misconduct of the Custodian. The Custodian shall not be under any obligation at any time to ascertain whether a Fund is in compliance with the Investment Company Act of 1940, the rules and regulations thereunder, any other laws, rules or regulations applicable to the Borrower or the Fund, the provisions of the Borrower’s charter documents or by-laws, or the Fund’s investment objectives and policies as then in effect. Nothing contained in this Agreement shall be deemed to modify or amend the Custody Agreement in effect between the Custodian and the Borrower. The obligations and liabilities of the Bank and the Borrower shall be as set forth in the Credit Agreement and related loan documents. The Borrower and the Investment Adviser hereby expressly authorize the Bank to act upon the oral and/or written instructions of the Custodian as the Funds’ authorized designated representative, in making advances to the Fund under the Credit Agreement. The authorizations and designations set forth in this Authorization Letter shall remain in force as to a Fund until delivery to the Custodian and the Bank of written notice by Borrower revoking such authorizations and designations. Sincerely yours, CAPITOL SERIES TRUST By: Name: Title: HEDEKER WEALTH LLC By: Name: Title: Exhibit 1.1 To the Authorization Letter Participating Funds Date: March 15, 2019 Hedeker Strategic Appreciation Fund PROMISSORY NOTE Capitol Series Trust, on behalf and for the benefit of Hedeker Strategic Appreciation Fund Indianapolis, IN $10,000,000 March 15, 2019 Capitol Series Trust, an Ohio business trust (the “Borrower”), on behalf and for the benefit of the Hedeker Strategic Appreciation Fund (the “Fund”), for value received, hereby promises to pay to the order of THE HUNTINGTON NATIONAL BANK BY(the “Bank”) at its offices, 40 Xxxxx Xxxxxxxxxxxx Xxxxxx, XXXX00, Xxxxxxxxxxxx, Xxxxxxx 00000, in lawful money of the United States of America and in immediately available funds, the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000) or the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower, whichever is less, pursuant to the terms of the Revolving Credit Agreement of even date herewith by and between the Borrower and the Bank (as the same may be amended, restated or otherwise modified from time to time the “Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Agreement. The Borrower covenants that the funds borrowed by it from the Bank as evidenced by this Note shall be used solely for the benefit of the Fund. The principal balance hereof outstanding from time to time shall bear interest at the Interest Rate in effect from time to time. Interest on each Loan will accrue daily, will be calculated based on a 360-day year and charged for the actual number of days the principal balance is outstanding. All outstanding principal and interest shall be payable in accordance with the terms of the Agreement. Upon and during the continuance of an Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), at a rate per annum equal to three percent (3%) above the Interest Rate, until paid, and whether before or after the entry of judgment hereon. The principal amount of each Loan made by the Bank and the amount of each payment or prepayment made by the Borrower shall be recorded by the Bank on the schedules attached hereto or in the regularly maintained data processing records of the Bank. The aggregate unpaid principal amount of all Loans set forth in such schedules or in such records shall be presumptive evidence of the principal amount owing and unpaid on this Note. However, failure by the Bank to make any such entry shall not limit or otherwise affect the Borrower’s obligations under this Note or the Agreement. This Note is the Note referred to in the Agreement, and is entitled to the benefits, and is subject to the terms of the Agreement. This Note and the obligations evidenced hereby are secured by the Collateral described in the Pledge Agreement and are entitled to the benefits of the Pledge Agreement. The principal of this Note is payable and/or prepayable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in the Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next Business Day, and interest shall be payable at the rate specified herein during such extension period. In no event shall the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that a court determines that the Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess shall be deemed received on account of the Borrower, and shall automatically be applied to reduce the amounts due to the Bank from the Borrower under this Note, other than interest, and the provisions hereof shall be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, the Bank shall refund to the Borrower such excess. The Borrower and all endorsers, sureties, guarantors and other Persons liable on this Note, if any, hereby waive notice of non-payment, demand, presentment or protest in connection with the delivery, performance and enforcement of this Note; consent to one or more renewals or extensions of this Note; and generally waive any and all suretyship defenses and defenses in the nature thereof. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, shall be construed and enforced in accordance with, and be governed by the laws of, the State of Ohio without regard to principles of conflict of laws. The Borrower agrees that the State and federal courts in Franklin County, Ohio or any other court in which the Bank initiates proceedings have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding shall be effective if mailed to the Borrower at its address described in the Notices section of the Agreement. BANK AND BORROWER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER BANK OR BORROWER AGAINST THE OTHER ARISING OUT OF THIS NOTE. Borrower authorizes any attorney at law to appear in any court of record in the State of Ohio or in any other state or territory of the United States of America after the loan evidenced by this Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process, and to confess judgment against the Borrower in favor of the Bank for the amount then appearing due on this Note, together with costs of suit, and thereupon to waive all errors and all rights of appeal and stays of execution. The Borrower waives any conflict of interest that an attorney hired by the Bank may have in acting on the Borrower’s behalf in confessing judgment against the Borrower while such attorney is retained by the Bank. The Borrower expressly consents to such attorney acting for Borrower in confessing judgment and to such attorney’s fee being paid by the Bank or deducted from the proceeds of collection of this Note or Collateral security therefor. WARNING - 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 CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. CAPITOL SERIES TRUST on behalf of Hedeker Strategic Appreciation Fund By: TITLE/s/ Mxxxxxx X. Xxxxxx Name: Senior Vice PresidentMxxxxxx X. Xxxxxx

Appears in 1 contract

Samples: Revolving Credit Agreement (Capitol Series Trust)

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18______, 2018, 2014 (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Spirit of America Investment Fund, Inc. (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. [__________] Fund (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Spirit of America Investment Fund, Inc. Spirit of America Management Corp. Midas Management Corporation Exhibit C [Bank Lender letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"“Lender”), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Spirit of America Investment Fund, Inc. (the "Borrower") and you, as Custodian, dated as of June 18______ , 20182014. The Bank Lender further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxx Xxxxxxxx Grant Friend Xxxxxx Xxxxxxxx Xxxxx Xxx Xxxxx THE HUNTINGTON NATIONAL BANK BY: TITLE: DATE: XXXXXXXX X TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN SPIRIT OF AMERICA INVESTMENT FUND, INC. AND THE HUNTINGTON NATIONAL BANK AUTHORIZATION LETTER _________________________ , 2014 Xxxxx Xxxxxxxx The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx XXXX00 Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: This letter will serve as a notification that Spirit of America Investment Fund, Inc. (the “Trust”) and Spirit of America Management Corp. (the “Investment Advisor”) have the power and authority to request and enter into borrowings on behalf of those investment services set forth on Exhibit 1.1 (the “Funds” and each a “Fund”) pursuant to that certain Amended and Restated Credit Agreement between the Trust and The Huntington National Bank dated as of even date herewith (“Amended and Restated Credit Agreement”). The Trust is the Borrower referenced in the Amended and Restated Credit Agreement. The Adviser is the investment adviser for the Trust registered under the Investment Advisers Act of 1940 with SEC registration number 801-54782. The Trust and the Investment Adviser hereby expressly authorize The Huntington National Bank (the “Custodian”) as the Borrower’s designated representative on behalf of the Funds, without any further oral or written instruction, (a) to request advances from The Huntington National Bank (the “Bank”) under the Amended and Restated Credit Agreement for the purposes set forth therein on each occasion where a Fund has daily cash needs in excess of the amount of cash then available in the Fund’s Trust Custody Account, and (b) to immediately apply when available the cash held by the Custodian on behalf of the Fund to the repayment of principal and interest of the amounts due by the Fund under the Amended and Restated Credit Agreement. The Trust and the Investment Adviser hereby acknowledge and agree that all securities of a Fund are to be pledged as security for any and all advances made to the Fund under the Amended and Restated Credit Agreement pursuant to the terms of the Pledge and Security Agreement to be entered into between the Lender and the Borrower (the Pledge Agreement”) and upon the delivery of a Report of Pledged Securities to the Lender. The Trust and the Investment Adviser hereby authorize and direct the Custodian to execute on behalf of the Fund, a Report of Pledged Securities granting to the Bank a security interest in securities owned by the Fund in an amount equal to the Loan. Notwithstanding the authority granted to the Custodian in this Authorization Letter, the Trust and the Investment Adviser shall be at all times responsible for ensuring that the borrowings made by a Fund under the Amended and Restated Credit Agreement do not violate the Investment Company Act of 1940 or any of the rules and regulations thereunder. A Fund shall from time to time promptly inform the Custodian of any applicable limitations, restrictions and/or prohibitions on borrowings by the Fund under any agreement binding upon or affecting the Fund. Nothing in this Authorization Letter shall obligate the Custodian to request any advances under the Amended and Restated Credit Agreement. To the extent that the Custodian takes any actions contemplated by this Authorization Letter, the Custodian shall be held to the exercise of reasonable care and shall be without liability to a Fund for any loss, damage, cost, expense (including attorneys’ fees and disbursements), liability or claim unless arising from the gross negligence, bad faith or willful misconduct of the Custodian. The Custodian shall not be under any obligation at any time to ascertain whether a Fund is in compliance with the Investment Company Act of 1940, the rules and regulations thereunder, any other laws, rules or regulations applicable to the Trust or the Fund, the provisions of the Trust’s charter documents or by-laws, or the Fund’s investment objectives and policies as then in effect. Nothing contained in this Agreement shall be deemed to modify or amend the Custody Agreement in effect between the Custodian and the Borrower. The obligations and liabilities of the Bank and the Borrower shall be as set forth in the Amended and Restated Credit Agreement and related loan documents. The Trust and the Investment Adviser hereby expressly authorize the Bank to act upon the oral and/or written instructions of the Custodian as the Funds’ authorized designated representative, in making advances to the Fund under the Amended and Restated Credit Agreement. The authorizations and designations set forth in this Authorization Letter shall remain in force as to a Fund until delivery to the Custodian and the Bank of written notice by Trust revoking such authorizations and designations. Sincerely yours, SPIRIT OF AMERICA INVESTMENT FUND, INC. By: /s/ Xxxx X. Xxxxxxxx _________________________ Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer SPIRIT OF AMERICA MANAGEMENT CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BYXxxxxx Title: TITLEPresident Exhibit 1.1 To the Authorization Letter Participating Funds Spirit of America Real Estate Income and Growth Fund Spirit of America Large Cap Value Fund Spirit of America High Yield Tax Free Bond Fund Spirit of America Income Fund Spirit of America Income and Opportunity Fund FORM OF CERTIFICATE OF BORROWER SPIRIT OF AMERICA INVESTMENT FUND, INC. CERTIFICATE OF BORROWER re: Senior Vice PresidentSpirit of America Real Estate Income and Growth Fund Spirit of America Large Cap Value Fund Spirit of America Municipal Tax Free Bond Fund Spirit of America Income Fund Spirit of America Income & Opportunity Fund Spirit of America Energy Fund The undersigned does hereby certify that he is the duly elected, qualified and acting President of SPIRIT OF AMERICA INVESTMENT FUND, INC., a Maryland corporation (the “Borrower”), and the undersigned does hereby further certify as follows:

Appears in 1 contract

Samples: Revolving Credit Agreement (Spirit of America Investment Fund Inc)

Notice of Exclusive Control. We hereby instruct you pursuant The Secretary of the Treasury Department of the Treasury Main Treasury Building 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Reference is made to the terms of that certain Control Agreement INVESTMENT MEMORANDUM OF UNDERSTANDING dated as of June 18May 20, 20182020 (the “MOU”), by and among CP FUNDING FACILITY II LLC (the "LLC"), the SECRETARY OF THE TREASURY (the "Secretary"), and the FEDERAL RESERVE BANK OF NEW YORK (the "Secured Party"). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the MOU. This notice is delivered to the Secretary pursuant to Section E. Control by the Secured Party of the MOU. The undersigned, as the duly authorized representative of the Secured Party, hereby provides notice to the Secretary that the Secured Party is exercising its right to exclusive control over the LLC’s SPV securities under Section E of the MOU. Accordingly, effective as of [INSERT DATE], the Secretary shall process Requests for Investment, Requests for Redemption, or other communications received in connection with the MOU in accordance with the Section E requirements for actions to be taken upon and after the Secretary’s receipt of a Notice of Exclusive Control. The authority of the undersigned to execute and deliver this notice is valid and in full force and effect on the date hereof. FEDERAL RESERVE BANK OF NEW YORK (the "Secured Party") By: Name: Title: Date: CC: Special Investments Branch, Bureau of the Fiscal Service Exhibit D Schedule of Redemption Limits Schedule of Redemption Limits for 13(3) Facility-Related Nonmarketable U.S. Treasury Securities as of May 20, 2020 This Schedule of Redemption Limits (this “Schedule”) is intended to be incorporated by reference into each Investment Memorandum of Understanding (each an “MOU”) entered into by and among the Secretary of the Treasury (the “Secretary”), a Federal Reserve Bank (a “Reserve Bank”), as Secured Party, and as applicable a special purpose vehicle established by such Reserve Bank, in each case to implement a facility (each, a “Facility”) established by the Board of Governors of the Federal Reserve System (the “Board”) under the authority of Section 13(3) of the Federal Reserve Act, 12 U.S.C. § 343(3), with approval of the Secretary. Each such MOU into which this Schedule has been incorporated as of any date is referred to as an “Applicable MOU.” Capitalized terms used but not defined in this Schedule shall have the meanings assigned to them in the relevant Applicable MOU into which this Schedule is incorporated. This Schedule may be amended from time to time amended as agreed in writing among the Secretary and supplementedeach party to an Applicable MOU. In accordance with the Applicable MOU, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, that you (i) Secretary shall not follow be obligated to honor any instructions or entitlement orders Request for Redemption under any Applicable MOU for funds to be transferred on any specified date to the extent that the sum of Borrower in respect (a) the dollar amount of such Request for Redemption plus (b) the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. applicable Net Aggregate Redemption Amount (as defined below) exceeds the corresponding Aggregate Redemption Limit as of such specified date. If the Secretary receives more than one Request for Redemption specifying the same redemption date, unless otherwise agreed between the Secretary and the Board, each such capitalized term is defined request will be processed in the Control Agreement)order it is received, and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned sum specified in respect of the Collateral Account(s) or the Collateral Account(s) assetsthis paragraph will be calculated accordingly. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice PresidentAs used herein:

Appears in 1 contract

Samples: Investment Memorandum of Understanding

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Midas Series Trust (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. Midas Series Trust (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Series Trust Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Midas Series Trust (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice PresidentPresident DATE: APPENDIX B TO CREDIT AGREEMENT BETWEEN MIDAS SERIES TRUST AND THE HUNTINGTON NATIONAL BANK AUTHORIZATION LETTER _____________, 2018 Xxxxxx Xxxxxxxx The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx XXXX00 Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: This letter will serve as a notification that Midas Series Trust (the "Trust") and Midas Management Corporation (the "Investment Advisor") have the power and authority to request and enter into borrowings on behalf of those investment series set forth on Exhibit 1.1 (the "Funds" and each a "Fund") pursuant to that certain Credit Agreement between the Trust and The Huntington National Bank dated as of even date herewith ("Credit Agreement"). The Trust is the Borrower referenced in the Credit Agreement. The Adviser is the investment adviser for the Trust registered under the Investment Advisers Act of 1940 with SEC registration number 801-04316. The Trust and the Investment Advisor hereby expressly authorize The Huntington National Bank (the "Custodian") as the Borrower's designated representative on behalf of the Funds, without any further oral or written instruction, (a) to request advances from The Huntington National Bank (the "Bank") under the Credit Agreement for the purposes set forth therein on each occasion where a Fund has daily cash needs in excess of the amount of cash then available in the Fund's Trust Custody Account, and (b) to immediately apply when available the cash held by the Custodian on behalf of the Fund to the repayment of principal and interest of the amounts due by the Fund under the Credit Agreement. The Trust and the Investment Advisor hereby acknowledge and agree that all securities of a Fund are to be pledged as security for any and all advances made to the Fund under the Credit Agreement pursuant to the terms of the Pledge and Security Agreement to be entered into between the Bank and the Borrower (the Pledge Agreement") and upon the delivery of a Report of Pledged Securities to the Bank. The Trust and the Investment Adviser hereby authorize and direct the Custodian to execute on behalf of the Fund, a Report of Pledged Securities granting to the Bank a security interest in securities owned by the Fund in an amount equal to the Loan. Notwithstanding the authority granted to the Custodian in this Authorization Letter, the Trust and the Investment Adviser shall be at all times responsible for ensuring that the borrowings made by a Fund under the Credit Agreement do not violate the Investment Company Act of 1940 or any of the rules and regulations thereunder. A Fund shall from time to time promptly inform the Custodian of any applicable limitations, restrictions and/or prohibitions on borrowings by the Fund under any agreement binding upon or affecting the Fund. Nothing in this Authorization Letter shall obligate the Custodian to request any advances under the Credit Agreement. To the extent that the Custodian takes any actions contemplated by this Authorization Letter, the Custodian shall be held to the exercise of reasonable care and shall be without liability to a Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim unless arising from the gross negligence, bad faith or willful misconduct of the Custodian. The Custodian shall not be under any obligation at any time to ascertain whether a Fund is in compliance with the Investment Company Act of 1940, the rules and regulations thereunder, any other laws, rules or regulations applicable to the Trust or the Fund, the provisions of the Trust's charter documents or by-laws, or the Fund's investment objectives and policies as then in effect. Nothing contained in this Agreement shall be deemed to modify or amend the Custody Agreement in effect between the Custodian and the Borrower. The obligations and liabilities of the Bank and the Borrower shall be as set forth in the Credit Agreement and related loan documents. The Trust and the Investment Adviser hereby expressly authorize the Bank to act upon the oral and/or written instructions of the Custodian as the Funds' authorized designated representative, in making advances to the Fund under the Credit Agreement. The authorizations and designations set forth in this Authorization Letter shall remain in force as to a Fund until delivery to the Custodian and the Bank of written notice by Trust revoking such authorizations and designations. SIGNATURE PAGE TO FOLLOW Sincerely yours, Midas Series Trust on behalf and for the benefit of each of its series, severally and not jointly By: Name: Title: Midas Management Corporation By: Name: Title: Exhibit 1.1 To the Authorization Letter Participating Funds Date: June 18, 2018 Midas Fund

Appears in 1 contract

Samples: Revolving Credit Agreement (Midas Series Trust)

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation . Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice PresidentPresident DATE: APPENDIX B TO CREDIT AGREEMENT BETWEEN Foxby Corp. AND THE HUNTINGTON NATIONAL BANK AUTHORIZATION LETTER _____________, 2018 Xxxxxx Xxxxxxxx The Huntington National Bank 00 Xxxxx Xxxxxxxxxxxx Xxxxxx XXXX00 Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: This letter will serve as a notification that Foxby Corp. (the "Borrower") and Midas Management Corporation (the "Investment Advisor") have the power and authority to request and enter into borrowings on behalf of those investment series set forth on Exhibit 1.1 (the "Funds" and each a "Fund") pursuant to that certain Credit Agreement between the Borrower and The Huntington National Bank dated as of even date herewith ("Credit Agreement"). The Borrower is the Borrower referenced in the Credit Agreement. The Adviser is the investment adviser for the Borrower registered under the Investment Advisers Act of 1940 with SEC registration number 801-49079. The Borrower and the Investment Advisor hereby expressly authorize The Huntington National Bank (the "Custodian") as the Borrower's designated representative on behalf of the Funds, without any further oral or written instruction, (a) to request advances from The Huntington National Bank (the "Bank") under the Credit Agreement for the purposes set forth therein on each occasion where a Fund has daily cash needs in excess of the amount of cash then available in the Fund's Trust Custody Account, and (b) to immediately apply when available the cash held by the Custodian on behalf of the Fund to the repayment of principal and interest of the amounts due by the Fund under the Credit Agreement. The Borrower and the Investment Advisor hereby acknowledge and agree that all securities of a Fund are to be pledged as security for any and all advances made to the Fund under the Credit Agreement pursuant to the terms of the Pledge and Security Agreement to be entered into between the Bank and the Borrower (the Pledge Agreement") and upon the delivery of a Report of Pledged Securities to the Bank. The Borrower and the Investment Adviser hereby authorize and direct the Custodian to execute on behalf of the Fund, a Report of Pledged Securities granting to the Bank a security interest in securities owned by the Fund in an amount equal to the Loan. Notwithstanding the authority granted to the Custodian in this Authorization Letter, the Borrower and the Investment Adviser shall be at all times responsible for ensuring that the borrowings made by a Fund under the Credit Agreement do not violate the Investment Company Act of 1940 or any of the rules and regulations thereunder. A Fund shall from time to time promptly inform the Custodian of any applicable limitations, restrictions and/or prohibitions on borrowings by the Fund under any agreement binding upon or affecting the Fund. Nothing in this Authorization Letter shall obligate the Custodian to request any advances under the Credit Agreement. To the extent that the Custodian takes any actions contemplated by this Authorization Letter, the Custodian shall be held to the exercise of reasonable care and shall be without liability to a Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim unless arising from the gross negligence, bad faith or willful misconduct of the Custodian. The Custodian shall not be under any obligation at any time to ascertain whether a Fund is in compliance with the Investment Company Act of 1940, the rules and regulations thereunder, any other laws, rules or regulations applicable to the Borrower or the Fund, the provisions of the Borrower's charter documents or by-laws, or the Fund's investment objectives and policies as then in effect. Nothing contained in this Agreement shall be deemed to modify or amend the Custody Agreement in effect between the Custodian and the Borrower. The obligations and liabilities of the Bank and the Borrower shall be as set forth in the Credit Agreement and related loan documents. The Borrower and the Investment Adviser hereby expressly authorize the Bank to act upon the oral and/or written instructions of the Custodian as the Funds' authorized designated representative, in making advances to the Fund under the Credit Agreement. The authorizations and designations set forth in this Authorization Letter shall remain in force as to a Fund until delivery to the Custodian and the Bank of written notice by Borrower revoking such authorizations and designations. SIGNATURE PAGE TO FOLLOW Sincerely yours, Foxby Corp. By: Name: Title: Midas Management Corporation By: Name: Title: Exhibit 1.1 To the Authorization Letter Participating Funds Date: June 18, 2018

Appears in 1 contract

Samples: Revolving Credit Agreement (Foxby Corp.)

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Notice of Exclusive Control. We hereby instruct you pursuant The Secretary of the Treasury Department of the Treasury Main Treasury Building 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Reference is made to the terms of that certain Control Agreement INVESTMENT MEMORANDUM OF UNDERSTANDING dated as of June 18May 20, 20182020 (the “MOU”), by and among CORPORATE CREDIT FACILITIES LLC (the "LLC"), the SECRETARY OF THE TREASURY (the "Secretary"), and the FEDERAL RESERVE BANK OF NEW YORK (the "Secured Party"). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the MOU. This notice is delivered to the Secretary pursuant to Section E. Control by the Secured Party of the MOU. The undersigned, as the duly authorized representative of the Secured Party, hereby provides notice to the Secretary that the Secured Party is exercising its right to exclusive control over the LLC’s SPV securities under Section E of the MOU. Accordingly, effective as of [INSERT DATE], the Secretary shall process Requests for Investment, Requests for Redemption, or other communications received in connection with the MOU in accordance with the Section E requirements for actions to be taken upon and after the Secretary’s receipt of a Notice of Exclusive Control. The authority of the undersigned to execute and deliver this notice is valid and in full force and effect on the date hereof. FEDERAL RESERVE BANK OF NEW YORK (the "Secured Party") By: Name: Title: Date: CC: Special Investments Branch, Bureau of the Fiscal Service Exhibit D Schedule of Redemption Limits Schedule of Redemption Limits for 13(3) Facility-Related Nonmarketable U.S. Treasury Securities as of May 20, 2020 This Schedule of Redemption Limits (this “Schedule”) is intended to be incorporated by reference into each Investment Memorandum of Understanding (each an “MOU”) entered into by and among the Secretary of the Treasury (the “Secretary”), a Federal Reserve Bank (a “Reserve Bank”), as Secured Party, and as applicable a special purpose vehicle established by such Reserve Bank, in each case to implement a facility (each, a “Facility”) established by the Board of Governors of the Federal Reserve System (the “Board”) under the authority of Section 13(3) of the Federal Reserve Act, 12 U.S.C. § 343(3), with approval of the Secretary. Each such MOU into which this Schedule has been incorporated as of any date is referred to as an “Applicable MOU.” Capitalized terms used but not defined in this Schedule shall have the meanings assigned to them in the relevant Applicable MOU into which this Schedule is incorporated. This Schedule may be amended from time to time amended as agreed in writing among the Secretary and supplementedeach party to an Applicable MOU. In accordance with the Applicable MOU, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, that you (i) Secretary shall not follow be obligated to honor any instructions or entitlement orders Request for Redemption under any Applicable MOU for funds to be transferred on any specified date to the extent that the sum of Borrower in respect (a) the dollar amount of such Request for Redemption plus (b) the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. applicable Net Aggregate Redemption Amount (as defined below) exceeds the corresponding Aggregate Redemption Limit as of such specified date. If the Secretary receives more than one Request for Redemption specifying the same redemption date, unless otherwise agreed between the Secretary and the Board, each such capitalized term is defined request will be processed in the Control Agreement)order it is received, and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned sum specified in respect of the Collateral Account(s) or the Collateral Account(s) assetsthis paragraph will be calculated accordingly. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice PresidentAs used herein:

Appears in 1 contract

Samples: Investment Memorandum of Understanding

Notice of Exclusive Control. We hereby instruct you pursuant The Secretary of the Treasury Department of the Treasury Main Treasury Building 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Reference is made to the terms of that certain Control Agreement INVESTMENT MEMORANDUM OF UNDERSTANDING dated as of June 181, 20182020 (the “MOU”), by and among MS FACILITIES LLC (the "LLC"), the SECRETARY OF THE TREASURY (the "Secretary"), and the FEDERAL RESERVE BANK OF BOSTON (the "Secured Party"). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the MOU. This notice is delivered to the Secretary pursuant to Section E. Control by the Secured Party of the MOU. The undersigned, as the duly authorized representative of the Secured Party, hereby provides notice to the Secretary that the Secured Party is exercising its right to exclusive control over the LLC’s SPV securities under Section E of the MOU. Accordingly, effective as of [INSERT DATE], the Secretary shall process Requests for Investment, Requests for Redemption, or other communications received in connection with the MOU in accordance with the Section E requirements for actions to be taken upon and after the Secretary’s receipt of a Notice of Exclusive Control. The authority of the undersigned to execute and deliver this notice is valid and in full force and effect on the date hereof. FEDERAL RESERVE BANK OF BOSTON (the "Secured Party") By: Name: Title: Date: CC: Special Investments Branch, Bureau of the Fiscal Service Exhibit D Schedule of Redemption Limits Schedule of Redemption Limits for 13(3) Facility-Related Nonmarketable U.S. Treasury Securities as of June 1, 2020 This Schedule of Redemption Limits (this “Schedule”) is intended to be incorporated by reference into each Investment Memorandum of Understanding (each an “MOU”) entered into by and among the Secretary of the Treasury (the “Secretary”), a Federal Reserve Bank (a “Reserve Bank”), as Secured Party, and as applicable a special purpose vehicle established by such Reserve Bank, in each case to implement a facility (each, a “Facility”) established by the Board of Governors of the Federal Reserve System (the “Board”) under the authority of Section 13(3) of the Federal Reserve Act, 12 U.S.C. § 343(3), with approval of the Secretary. Each such MOU into which this Schedule has been incorporated as of any date is referred to as an “Applicable MOU.” Capitalized terms used but not defined in this Schedule shall have the meanings assigned to them in the relevant Applicable MOU into which this Schedule is incorporated. This Schedule may be amended from time to time amended as agreed in writing among the Secretary and supplementedeach party to an Applicable MOU. In accordance with the Applicable MOU, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, that you (i) Secretary shall not follow be obligated to honor any instructions or entitlement orders Request for Redemption under any Applicable MOU for funds to be transferred on any specified date to the extent that the sum of Borrower in respect (a) the dollar amount of such Request for Redemption plus (b) the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. applicable Net Aggregate Redemption Amount (as defined below) exceeds the corresponding Aggregate Redemption Limit as of such specified date. If the Secretary receives more than one Request for Redemption specifying the same redemption date, unless otherwise agreed between the Secretary and the Board, each such capitalized term is defined request will be processed in the Control Agreement)order it is received, and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned sum specified in respect of the Collateral Account(s) or the Collateral Account(s) assetsthis paragraph will be calculated accordingly. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice PresidentAs used herein:

Appears in 1 contract

Samples: Investment Memorandum of Understanding

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Midas Series Trust (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. Midas Series Trust (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Series Trust Midas Management Corporation . Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Midas Series Trust (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice President

Appears in 1 contract

Samples: Control Agreement (Midas Series Trust)

Notice of Exclusive Control. We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Midas Series Trust (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. Midas Series Trust (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Series Trust Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. Midas Series Trust (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice President

Appears in 1 contract

Samples: Pledge and Security Agreement (Midas Series Trust)

Notice of Exclusive Control. We hereby instruct you pursuant The Secretary of the Treasury Department of the Treasury Main Treasury Building 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Reference is made to the terms of that certain Control Agreement INVESTMENT MEMORANDUM OF UNDERSTANDING dated as of June 1816, 20182020 (the “MOU”), by and among TALF II LLC (the "LLC"), the SECRETARY OF THE TREASURY (the "Secretary"), and the FEDERAL RESERVE BANK OF NEW YORK (the "Secured Party"). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the MOU. This notice is delivered to the Secretary pursuant to Section E. Control by the Secured Party of the MOU. The undersigned, as the duly authorized representative of the Secured Party, hereby provides notice to the Secretary that the Secured Party is exercising its right to exclusive control over the LLC’s SPV securities under Section E of the MOU. Accordingly, effective as of [INSERT DATE], the Secretary shall process Requests for Investment, Requests for Redemption, or other communications received in connection with the MOU in accordance with the Section E requirements for actions to be taken upon and after the Secretary’s receipt of a Notice of Exclusive Control. The authority of the undersigned to execute and deliver this notice is valid and in full force and effect on the date hereof. FEDERAL RESERVE BANK OF NEW YORK‌ (the "Secured Party") By: Name: Title: Date: CC: Special Investments Branch, Bureau of the Fiscal Service Exhibit D Schedule of Redemption Limits Schedule of Redemption Limits for 13(3) Facility-Related Nonmarketable U.S. Treasury Securities as of May 20, 2020 This Schedule of Redemption Limits (this “Schedule”) is intended to be incorporated by reference into each Investment Memorandum of Understanding (each an “MOU”) entered into by and among the Secretary of the Treasury (the “Secretary”), a Federal Reserve Bank (a “Reserve Bank”), as Secured Party, and as applicable a special purpose vehicle established by such Reserve Bank, in each case to implement a facility (each, a “Facility”) established by the Board of Governors of the Federal Reserve System (the “Board”) under the authority of Section 13(3) of the Federal Reserve Act, 12 U.S.C. § 343(3), with approval of the Secretary. Each such MOU into which this Schedule has been incorporated as of any date is referred to as an “Applicable MOU.” Capitalized terms used but not defined in this Schedule shall have the meanings assigned to them in the relevant Applicable MOU into which this Schedule is incorporated. This Schedule may be amended from time to time amended as agreed in writing among the Secretary and supplementedeach party to an Applicable MOU. In accordance with the Applicable MOU, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, that you (i) Secretary shall not follow be obligated to honor any instructions or entitlement orders Request for Redemption under any Applicable MOU for funds to be transferred on any specified date to the extent that the sum of Borrower in respect (a) the dollar amount of such Request for Redemption plus (b) the Collateral Account(s) or the Collateral assets held by you for Foxby Corp. applicable Net Aggregate Redemption Amount (as defined below) exceeds the corresponding Aggregate Redemption Limit as of such specified date. If the Secretary receives more than one Request for Redemption specifying the same redemption date, unless otherwise agreed between the Secretary and the Board, each such capitalized term is defined request will be processed in the Control Agreement)order it is received, and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned sum specified in respect of the Collateral Account(s) or the Collateral Account(s) assetsthis paragraph will be calculated accordingly. Very truly yours, THE HUNTINGTON NATIONAL BANK By: Authorized Signatory cc: Foxby Corp. Midas Management Corporation Exhibit C [Bank letterhead] The Huntington National Bank 7 Easton Oval/EA4E95 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Foxby Corp. (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon. NAME SIGNATURE Xxxxxx Xxxxxxxx _________________________ Xxxxx X. Xxxxxxxx _________________________ Xxxxxx Xxxxx _________________________ Xxx Xxxxx _________________________ THE HUNTINGTON NATIONAL BANK BY: TITLE: Senior Vice PresidentAs used herein:

Appears in 1 contract

Samples: Investment Memorandum of Understanding

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