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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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
Sources: 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer and President The persons listed immediately below Nothing to disclose $3,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Nothing to disclose $160,000,000.00 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Nothing to disclose $145,000,000 Cincinnati, Ohio November 9, 2018 T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: Name: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer and President The persons listed immediately below $5,500,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ IM FUNDS, INC., a Wisconsin corporation, previously known a▇ ▇▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ LargeCap Fund, previously known as the T▇▇▇▇▇▇▇ 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 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 the Borrower hereunder may also be counsel its Funds listed on Schedule A to the Bank and/or the Bank’s affiliatesthis Note, separately 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. not jointly By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Chief Executive Officer and Vice President The persons listed immediately below under “Executive Officer” are duly elected executive officers Fund Name TIN Number City National Rochdale Limited Maturity Fixed Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Government Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Corporate Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale California Tax Exempt Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Municipal High Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale High Yield Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Intermediate Fixed Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Fixed Income Opportunities Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Multi-Asset Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Dividend & Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale U.S. Core Equity Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Socially Responsible Equity Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Emerging Markets Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Funds, a Delaware statutory trust (the "Trust") is entering into and/or continuing a loan transaction with U.S. BANK NATIONAL ASSOCIATION (the "Bank") for the benefit of their respective borrowing Funds ("Borrowing Funds") pursuant to a loan agreement effective as of even date herewith (the Borrower and "Loan Agreement"). In that connection, the 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 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 the Borrower hereunder may also be counsel its Funds listed on Schedule A to the Bank and/or the Bank’s affiliatesthis Note, separately 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. not jointly By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Chief Executive Officer and Vice President The persons listed immediately below under Fund Name TIN Number City National Rochdale Limited Maturity Fixed Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Government Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Corporate Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale California Tax Exempt Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Municipal High Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale High Yield Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Intermediate Fixed Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Fixed Income Opportunities Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Multi-Asset Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Dividend & Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale U.S. Core Equity Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Socially Responsible Equity Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Emerging Markets Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Funds, a Delaware statutory trust (the “Executive Officer” are duly elected executive officers Trust”) is entering into and/or continuing a loan transaction with U.S. BANK NATIONAL ASSOCIATION (the "Bank") for the benefit of their respective borrowing Funds (“Borrowing Funds”) pursuant to a loan agreement effective as of even date herewith (the Borrower and "Loan Agreement"). In that connection, the 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Nothing to disclose $2,300,000 Cincinnati, Ohio November 9, 2018 T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer and President The persons listed immediately below Nothing to disclose $8,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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
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 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, (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 Each Borrower, 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 Each Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the such Borrower in any action upon or in connection with this Note at any time after the Loans and/or other obligations of the such 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 such 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 such Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the such 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. TEA SERIES TRUST, not individually but solely on behalf of its Funds listed on “Schedule A” to this Agreement, separately and not jointly By: ▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Chief Executive Officer and President The persons listed immediately below under Freedom 100 Emerging Markets ETF 19-0247 Strive Emerging Markets Ex-China ETF 19-0979 EA SERIES TRUST, a Delaware statutory trust (the “Executive Officer” are duly elected executive officers 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 certifies:
Appears in 1 contract
Sources: Loan Agreement (EA 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Nothing to disclose $6,000,000 Cincinnati, Ohio November 9, 2018 T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, 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 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. T▇By: _____________________________ ▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President U.S. Bank Mutual Fund Lending ▇▇▇ ▇▇▇▇▇▇ Chief Executive ▇▇▇▇▇▇, ▇▇-▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Dear ▇▇▇▇▇▇: 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: Name: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer and President The persons listed immediately below $145,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ IM FUNDS, INC., a Wisconsin corporation, previously known a▇ ▇▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ Bond Fund, previously known as the T▇▇▇▇▇▇▇ 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J____________________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President U.S. Bank, National Association ▇▇▇ Chief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇-▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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
Sources: 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 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 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▇▇▇▇▇ FUNDS, as herein providedINC., 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 the Borrower hereunder may also be counsel its Funds listed on Schedule A to the Bank and/or the Bank’s affiliatesthis Agreement, separately 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. Tnot jointly By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer President Fund Name Pledge Account Number ▇▇▇▇▇ Short-Term Bond Fund 19-0549 ▇▇▇▇▇ Intermediate Bond Fund 19-0546 ▇▇▇▇▇ Aggregate Bond Fund 19-0548 ▇▇▇▇▇ Quality Intermediate Municipal Bond Fund 19-0551 ▇▇▇▇▇ Core Plus Bond Fund 19-0547 ▇▇▇▇▇ ▇▇▇▇▇▇ Fund 19-0552 ▇▇▇▇▇ SmallCap Value Fund 19-0591 ▇▇▇▇▇ Ultra Short Bond Fund 19-0592 ▇▇▇▇▇ Small/Mid Cap Value Fund 19-0595 ▇▇▇▇▇ Short-Term Municipal Bond Fund 19-0593 ▇▇▇▇▇ Core Intermediate Municipal Bond Fund 19-0594 ▇▇▇▇▇ Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 $600,000,000 Cincinnati, Ohio ▇▇▇▇▇ FUNDS, INC., a Wisconsin corporation (the “Corporation”), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and President The persons listed immediately below 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 promises, to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before May 25, 2020, or such earlier date specified in the 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 as hereinafter provided. This Note is the “Executive OfficerAmended and Restated Note” are duly elected executive officers to which reference is made in the Twelfth Amendment to Loan Agreement dated as of even date hereof between the Corporation on behalf of the Borrower Borrowers thereto 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 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
Sources: 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 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 the Borrower hereunder may also be counsel its Funds listed on Schedule A to the Bank and/or the Bank’s affiliatesthis Note, separately 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. not jointly By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Chief Executive Officer and Vice President The persons listed immediately below under Fund Name TIN Number City National Rochdale Limited Maturity Fixed Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Government Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Corporate Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Caiifornia Tax Exempt Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Municipal High Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale High Yield Bond Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Intermediate Fixed Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Fixed Income Opportunities Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Multi-Asset Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Dividend & Income Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale U.S. Core Equity Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Socially Responsible Equity Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Emerging Markets Fund ▇▇-▇▇▇▇▇▇▇ City National Rochdale Funds, a Delaware statutory trust (the “Executive Officer” are duly elected executive officers Trust”) is entering into and/or continuing a loan transaction with U.S. BANK NATIONAL ASSOCIATION (the “Bank”) for the benefit of their respective borrowing Funds (“Borrowing Funds”) pursuant to a loan agreement effective as of even date herewith (the Borrower and “Loan Agreement”). In that connection, the 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 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. TBy: /s/ ▇▇▇▇▇▇▇ IM FUNDS▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, INC. ByM. L. CN-OH-W6TC ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer 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
Sources: 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer U.S. Bank, National Association 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇-▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ IM Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the T▇▇▇▇▇▇▇ 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Nothing to disclose $6,000,000.00 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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 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. TWARNING--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: /s/ M▇▇▇▇▇ ▇. D▇▇▇ ▇▇▇▇▇▇ IM FUNDS, INC. By: J▇D▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: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 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 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 Borrower, 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 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 the Borrower hereunder may also be counsel its Funds listed on Exhibit A to the Bank and/or the Bank’s affiliatesthis Agreement, separately 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. Tnot jointly By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer President Fund Name Account Number ▇▇▇▇▇ Short-Term Bond Fund 19-0549 ▇▇▇▇▇ Intermediate Bond Fund 19-0546 ▇▇▇▇▇ Aggregate Bond Fund 19-0548 ▇▇▇▇▇ Quality Intermediate Municipal Bond Fund 19-0551 ▇▇▇▇▇ Core Plus Bond Fund 19-0547 ▇▇▇▇▇ Mid Cap Growth Fund 19-0552 ▇▇▇▇▇ Equity Opportunity Fund 19-0591 ▇▇▇▇▇ Ultra Short Bond Fund 19-0592 ▇▇▇▇▇ Short-Term Municipal Bond Fund 19-0593 ▇▇▇▇▇ Core Intermediate Municipal Bond Fund 19-0594 ▇▇▇▇▇ Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 ▇▇▇▇▇ Strategic Municipal Bond Fund 19-0696 ▇▇▇▇▇ Municipal Bond Fund 19-0697 BAIRD FUNDS, INC., a Wisconsin corporation (the “Corporation”), is entering into and/or continuing a loan transaction with U.S. Bank National Association (the “Bank”) pursuant to an amended and President The persons listed immediately below under restated loan agreement effective as of even date herewith (the “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®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 certifies:
Appears in 1 contract
Sources: 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: Name: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer and President The persons listed immediately below $2,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ IM FUNDS, INC., a Wisconsin corporation, previously known a▇ ▇▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ M▇▇▇▇▇ Fund, previously known as the T▇▇▇▇▇▇▇ 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer and President S▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President U.S. Bank Mutual Fund Lending 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇-▇▇▇▇ Cincinnati, Ohio 45202 Dear S▇▇▇▇▇: T▇▇▇▇▇▇▇ IM FUNDS, INC. (the “Corporation”) on behalf of T▇▇▇▇▇▇▇ 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. T▇▇▇▇▇▇▇ IM Funds, Inc. Nothing to disclose $7,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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, (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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer and President S▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President U.S. Bank Mutual Fund Lending 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇-▇▇▇▇ Cincinnati, Ohio 45202 Dear S▇▇▇▇▇: T▇▇▇▇▇▇▇ IM FUNDS, INC. (the “Corporation”) on behalf of T▇▇▇▇▇▇▇ M▇▇▇▇▇ 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. T▇▇▇▇▇▇▇ IM Funds, Inc. Nothing to disclose $2,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ M▇▇▇▇▇ 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 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 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 dueBAIRD FUNDS, as herein providedINC., 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 the Borrower hereunder may also be counsel its Funds listed on Schedule A to the Bank and/or the Bank’s affiliatesthis Agreement, separately 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. not jointly By: J/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer ▇. ▇▇▇▇▇▇▇ Vice President Fund Name Account Number ▇▇▇▇▇ Short-Term Bond Fund 19-0549 ▇▇▇▇▇ Intermediate Bond Fund 19-0546 ▇▇▇▇▇ Aggregate Bond Fund 19-0548 ▇▇▇▇▇ Quality Intermediate Municipal Bond Fund 19-0551 ▇▇▇▇▇ Core Plus Bond Fund 19-0547 ▇▇▇▇▇ ▇▇▇▇▇▇ Fund 19-0552 ▇▇▇▇▇ SmallCap Value Fund 19-0591 ▇▇▇▇▇ Ultra Short Bond Fund 19-0592 ▇▇▇▇▇ Small/Mid Cap Value Fund 19-0595 ▇▇▇▇▇ Short-Term Municipal Bond Fund 19-0593 ▇▇▇▇▇ Core Intermediate Municipal Bond Fund 19-0594 ▇▇▇▇▇ Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 ▇▇▇▇▇ Strategic Municipal Bond Fund 19-0696 ▇▇▇▇▇ 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 President The persons listed immediately below 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 promises, to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before May 25, 2020, or such earlier date specified in the 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 as hereinafter provided. This Note is the “Executive OfficerAmended and Restated Note” are duly elected executive officers to which reference is made in the Thirteenth Amendment to Loan Agreement dated as of even date hereof between the Corporation on behalf of the Borrower Borrowers thereto 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 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
Sources: 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Nothing to disclose $2,000,000.00 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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, (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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer and President S▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President U.S. Bank Mutual Fund Lending 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇-▇▇▇▇ Cincinnati, Ohio 45202 Dear S▇▇▇▇▇: T▇▇▇▇▇▇▇ IM FUNDS, INC. (the “Corporation”) on behalf of T▇▇▇▇▇▇▇ 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. T▇▇▇▇▇▇▇ IM Funds, Inc. Nothing to disclose $90,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer U.S. Bank, National Association 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇-▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ IM Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the T▇▇▇▇▇▇▇ 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 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer and President The persons listed immediately below Nothing to disclose $130,000,000 Cincinnati, Ohio T▇▇▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ 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. T▇▇▇▇▇▇▇ 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: JName: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer and President The persons listed immediately below $1,000,000 Cincinnati, Ohio November 15, 2005 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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. T▇▇▇▇▇▇▇ IM P▇▇▇▇ FUNDS, INC. By: Name: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer U.S. Bank, National Association 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇-▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ Plumb Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the T▇▇▇▇▇▇▇ P▇▇▇▇ M▇▇▇▇▇ 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. TWARNING--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: __________________________ M▇▇▇▇▇ ▇▇▇▇ President U.S. Bank National Association 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, M. L. CN-OH-W6TC C▇▇▇▇▇▇▇▇▇, ▇▇▇▇ IM FUNDS, INC. By▇▇▇▇▇ Attention: JS▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer 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 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. T127343843v1 ARISTOTLE FUNDS SERIES TRUST, not individually but solely on behalf of each of its Funds listed on Schedule “A” to this Note, separately and not jointly By: Name: ▇▇▇ St. ▇▇▇▇▇▇▇ IM FUNDS, INC. ByTitle: JVice President 127343843v1 19-4901 Aristotle Ultra Short Income Fund 19-4902 Aristotle Short Duration Income Fund 19-4903 Aristotle Core Income Fund 19-4904 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer and President The persons listed immediately below under ESG Core Bond Fund 19-4905 Aristotle Strategic Income Fund 19-4907 Aristotle High Yield Bond Fund 19-4908 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇/Mid Cap Equity Fund 19-4909 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Cap Equity Fund II 19-4913 ▇▇▇▇▇▇▇▇▇ Portfolio Optimization Conservative Fund 19-4914 ▇▇▇▇▇▇▇▇▇ Portfolio Optimization Moderate Conservative Fund 19-4915 ▇▇▇▇▇▇▇▇▇ Portfolio Optimization Moderate Fund 19-4916 ▇▇▇▇▇▇▇▇▇ Portfolio Optimization Growth Fund 19-4917 ▇▇▇▇▇▇▇▇▇ Portfolio Optimization Aggressive Growth Fund 127343843v1 ARISTOTLE FUNDS SERIES TRUST, a Delaware statutory trust (the “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 Trust”), 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 listed below who are duly elected executive officers of the Borrower is authorized its Funds set forth on Exhibit A 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 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 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 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 dueBAIRD FUNDS, as herein providedINC., 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 the Borrower hereunder may also be counsel its Funds listed on Schedule A to the Bank and/or the Bank’s affiliatesthis Agreement, separately 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. Tnot jointly By: /s/ M▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ IM FUNDS, INC. By: JM▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer President Fund Name Pledge Account Number B▇▇▇▇ Short-Term Bond Fund 19-0549 B▇▇▇▇ Intermediate Bond Fund 19-0546 B▇▇▇▇ Aggregate Bond Fund 19-0548 B▇▇▇▇ Quality Intermediate Municipal Bond Fund 19-0551 B▇▇▇▇ Core Plus Bond Fund 19-0547 B▇▇▇▇ M▇▇▇▇▇ Fund 19-0552 B▇▇▇▇ SmallCap Value Fund 19-0591 B▇▇▇▇ Ultra Short Bond Fund 19-0592 B▇▇▇▇ Small/Mid Cap Value Fund 19-0595 B▇▇▇▇ Short-Term Municipal Bond Fund 19-0593 B▇▇▇▇ 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 President The persons listed immediately below 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 promises, to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before May 26, 2019, or such earlier date specified in the 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 “Executive Officer” are duly elected executive officers the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the "Amended and Restated Note" to which reference is made in the Tenth Amendment to Loan Agreement dated as of even date hereof between the Corporation on behalf of the Borrower Borrowers thereto 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 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
Sources: 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 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. Tnot individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: ▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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 Treasurer not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (▇▇▇▇▇▇ ▇▇▇▇▇▇) 19-9969 Wilshire Large Company Growth Portfolio (L.A. Capital) 19-9970 Wilshire Large Company Growth Portfolio (▇▇▇▇ ▇▇▇▇▇) 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., a Maryland corporation (the Borrower and deliver “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 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 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 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. TCCA Aggressive Return Fund By: /s/ ▇▇▇▇▇▇▇ IM FUNDS, INC. By: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Chief Executive Officer Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Treasurer and President The persons listed immediately below under “Executive Officer” are duly elected executive officers Secretary U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, M. L. CN-OH-W6TC ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 Borrower "Loan Agreement") dated effective as of December 15, 2017 between U.S. Bank National Association (the "Bank") and MSS Series Trust (athe "Borrower") each is an Authorized Officer under relating to the CCA Aggressive Return 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
Sources: 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 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 the Borrower hereunder may also be counsel its Funds listed on Schedule A to the Bank and/or the Bank’s affiliatesthis Agreement, separately 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. Tnot jointly By: __________________________ M▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ IM FUNDS, INC. By: JPresident Fund Name Pledge Account Number B▇▇▇▇ ▇. ▇▇▇▇Short-Term Bond Fund 19-0549 B▇▇▇▇ Chief Executive Officer Intermediate Bond Fund 19-0546 B▇▇▇▇ Aggregate Bond Fund 19-0548 B▇▇▇▇ Quality Intermediate Municipal Bond Fund 19-0551 B▇▇▇▇ Core Plus Bond Fund 19-0547 B▇▇▇▇ MidCap Fund 19-0552 B▇▇▇▇ SmallCap Value Fund 19-0591 B▇▇▇▇ Ultra Short Bond Fund 19-0592 B▇▇▇▇ Small/Mid Cap Value Fund 19-0595 B▇▇▇▇ Short-Term Municipal Bond Fund 19-0593 B▇▇▇▇ Core Intermediate Municipal Bond Fund 19-0594 B▇▇▇▇ 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 President The persons listed immediately below 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 promises, to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before May 26, 2019, or such earlier date specified in the 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 as hereinafter provided. This Note is the “Executive OfficerAmended and Restated Note” are duly elected executive officers to which reference is made in the Eleventh Amendment to Loan Agreement dated as of even date hereof between the Corporation on behalf of the Borrower Borrowers thereto 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 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
Sources: 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 any of 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 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 By: Name: Title: U.S. 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. TNational Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IM FUNDS, INC▇. By▇. CN-OH-W6TC Cincinnati, Ohio 45202 Attention: J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Ladies and President The persons listed immediately below under 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 “Executive Officer” are duly elected executive officers Loan Agreement”) dated effective as of September 6, 2024 between U.S. Bank National Association (the Borrower “Bank”) and Flat Rock Enhanced Income Fund (a) each is an Authorized Officer under the “Borrower”). 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. T▇▇▇▇▇▇▇ IM FUNDS, INC. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer U.S. Bank, National Association 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇-▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 T▇▇▇▇▇▇▇ IM Funds, Inc. (athe "Borrower") each is an Authorized Officer under relating to the T▇▇▇▇▇▇▇ M▇▇▇▇▇ 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 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. TWARNING--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. ▇▇▇▇▇▇▇▇ IM FUNDS▇▇▇▇▇ Funds, INC. Inc. By: JName: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer and President The persons listed immediately below $20,000,000 Cincinnati, Ohio November 15, 2005 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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.
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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. TBy: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: President and Treasurer U.S. Bank, National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇-▇▇-▇▇▇▇ IM FUNDS▇▇▇▇▇▇▇▇▇▇, INC. By▇▇ ▇▇▇▇▇ Attention: J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer 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:
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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 at any time after the Loans and/or other obligations of the Borrower evidenced hereby become dueBy: Name: Title: I:\U.S. BANK\PROMNTE3.FRM U.S. Bank, 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. TN.A. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, M. L. CN-OH-W6TC ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ IM FUNDS, INC. By▇▇▇▇▇ Attention: J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer 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 _________________ between U.S. Bank, N.A. (the "Bank") and ____________________ (athe "Borrower") each is an Authorized Officer under relating to the ________________ 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:
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