Common use of IMPORTANT Clause in Contracts

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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 6 contracts

Samples: Thompson Im Funds Inc, Thompson Im Funds Inc, Thompson Im Funds Inc

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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 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer and President

Appears in 6 contracts

Samples: Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSXxxxxxxx Xxxxx Funds, INC. Inc. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 4 contracts

Samples: Thompson Plumb Funds Inc, Thompson Plumb Funds Inc, Thompson Plumb 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSXxxxxxxx Xxxxx Funds, INC. Inc. By: /s/ Jxxx Xxxx X. Xxxxxxxx Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 3 contracts

Samples: Thompson Plumb Funds Inc, Thompson Plumb Funds Inc, Thompson Plumb 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX XXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Xxxx X. Xxxxxxxx Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 3 contracts

Samples: Thompson Im Funds Inc, Thompson Im Funds Inc, 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSXxxxxxxx Xxxxx Funds, INC. Inc. By: /s/ Jxxx Xxxx X. Xxxxxxxx Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 3 contracts

Samples: Thompson Plumb Funds Inc, Thompson Plumb Funds Inc, Thompson Plumb 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 3 contracts

Samples: Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer and President EXHIBIT B OFFICER’S CERTIFICATE 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: Executive Officers:

Appears in 3 contracts

Samples: Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 3 contracts

Samples: Thompson Im Funds Inc, Thompson Im Funds Inc, 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, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 3 contracts

Samples: Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” Nothing to disclose

Appears in 2 contracts

Samples: Loan Agreement (Thompson Im Funds Inc), Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower XXXXX FUNDS, INC., not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: /s/ Xxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President Schedule “A” To Amended Restated Promissory Note Fund Name Pledge Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Xxxxx SmallCap Value Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small/Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 AMENDED AND RESTATED PROMISSORY NOTE $600,000,000 Cincinnati, Ohio May 26, 2019 XXXXX FUNDS, INC., a Wisconsin corporation (the “Corporation”), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a “Borrower” or “Borrowing Fund” and collectively the “Borrowers” or “Borrowing Funds” hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for Borrower in any action upon pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 25, in any court in 2020, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Five Hundred Fifty Million Dollars ($550,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the “Amended and all costs Restated Note” to which reference is made in the Twelfth Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying Borrowers 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 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 on the first day of each month thereafter and on the date specified in clause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such confessing attorney interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a legal fee mandatory prepayment, or allowing by reason of demand, acceleration or otherwise (on the amount then due) and whenever such attorneys’ fees Borrowing Fund repays all or part of such Borrowing Fund’s Loan 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 be paid from proceeds the actual number of collection of this Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerdays elapsed.

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral 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) 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. Borrower BAIRD FUNDS, INC., not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Vice President Schedule “A” To Amended Restated Promissory Note Fund Name Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Xxxxx SmallCap Value Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small/Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 Xxxxx Strategic Municipal Bond Fund 19-0696 Xxxxx Municipal Bond Fund 19-0697 AMENDED AND RESTATED PROMISSORY NOTE $600,000,000 Cincinnati, Ohio December 16, 2019 BAIRD FUNDS, INC., a Wisconsin corporation (the “Corporation”), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a “Borrower” or “Borrowing Fund” and collectively the “Borrowers” or “Borrowing Funds” hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for Borrower in any action upon pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 25, in any court in 2020, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Six Hundred Million Dollars ($600,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the “Amended and all costs Restated Note” to which reference is made in the Thirteenth Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying Borrowers 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 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 on the first day of each month thereafter and on the date specified in clause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such confessing attorney interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a legal fee mandatory prepayment, or allowing by reason of demand, acceleration or otherwise (on the amount then due) and whenever such attorneys’ fees Borrowing Fund repays all or part of such Borrowing Fund’s Loan 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 be paid from proceeds the actual number of collection of this Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerdays elapsed.

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM WILSHIRE MUTUAL FUNDS, INC. not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: /s/ Jxxx X. Xxxxxxxx NameXxxxxxx Xxxxxxx Treasurer WILSHIRE VARIABLE INSURANCE TRUST not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxxxxx Xxxxxxx Treasurer Schedule “A” To Promissory Note Wilshire Mutual Funds, Inc. Account Name Trust a/c # Wilshire 5000 Index Fund 19-9956 Wilshire 5000 Index Fund (L.A. Capital) 19-9957 Wilshire Income Opportunities Fund 19-9959 Wilshire Income Opportunities Fund (DoubleLine) 19-9960 Wilshire Income Opportunities Fund (Manulife) 19-9961 Wilshire Income Opportunities Fund (Voya) 19-9962 Wilshire International Equity Fund 19-9963 Wilshire International Equity Fund (WCM) 19-9964 Wilshire International Equity Fund (L.A. Capital) 19-9965 Wilshire International Equity Fund (Pzena) 19-9966 Wilshire International Equity Fund (Lazard) 19-9967 Wilshire International Equity Fund (Voya) 19-9984 Wilshire Large Company Growth Portfolio 19-9968 Wilshire Large Company Growth Portfolio (Xxxxxx Xxxxxx) 19-9969 Wilshire Large Company Growth Portfolio (L.A. Capital) 19-9970 Wilshire Large Company Growth Portfolio (Xxxx Xxxxx) 19-9983 Wilshire Large Company Growth Portfolio (Voya) 19-9985 Wilshire Large Company Value Portfolio 19-9972 Wilshire Large Company Value Portfolio (L.A. Capital) 19-9973 Wilshire Large Company Value Portfolio (Pzena) 19-9974 Wilshire Large Company Value Portfolio (BHMS) 19-9975 Wilshire Large Company Value Portfolio (Voya) 19-9986 Wilshire Small Company Growth Portfolio 19-9976 Wilshire Small Company Growth Portfolio (L.A. Capital) 19-9977 Wilshire Small Company Growth Portfolio (Ranger) 19-9978 Wilshire Small Company Value Portfolio 19-9979 Wilshire Small Company Value Portfolio (L.A. Capital) 19-9980 Wilshire Small Company Value Portfolio (Diamond Hill) 19-9981 Wilshire Small Company Value Portfolio (Hotchkis & Wiley) 19-9982 Wilshire Variable Insurance Trust Account Name Trust a/c # Wilshire Global Allocation Fund 19-9958 EXHIBIT E OFFICER’S CERTIFICATE WILSHIRE MUTUAL FUNDS, INC., a Maryland corporation (the “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 “Loan Agreement”). In that connection, the undersigned certify:

Appears in 1 contract

Samples: Loan Agreement (Wilshire Mutual 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer AMENDED PROMISSORY NOTE $5,500,000 Cincinnati, Ohio November 13, 2015 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation, previously known ax Xxxxxxxx Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Five Million Five Hundred Thousand Dollars ($5,500,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Txxxxxxx LargeCap Fund, previously known as the Txxxxxxx Plumb Growth Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first 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.

Appears in 1 contract

Samples: 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, 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer EXHIBIT B FORM OF LOAN REQUEST U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and 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 "Loan Agreement") dated as of November 6, 2020 between U.S. Bank National Association (the "Bank") and Txxxxxxx IM Funds, Inc. (the "Borrower") relating to the Txxxxxxx LargeCap Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $ . The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral 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 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND By: /s/ Jxxx X. Xxxxxxxx Xxxxxxx Xxxxx Name: Jxxx X. Xxxxxxxx Xxxxxxx Xxxxx Title: Chief Executive OfficerVice President EXHIBIT D FORM OF LOAN REQUEST U.S. Bank National Association 000 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Xxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx Ladies and Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") dated effective as of June 11, 2020 between U.S. Bank National Association (the "Bank") and CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND (the "Borrower") 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 unless the context otherwise requires. The Borrower hereby [requests] [confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $______________. The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Strategic Credit Fund)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND By: /s/ Jxxx X. Xxxxxxxx Xxxxxxx Xxxxx Name: Jxxx X. Xxxxxxxx Xxxxxxx Xxxxx Title: Chief Executive OfficerVice President and Secretary EXHIBIT B SIGNATURE AUTHORITY UPDATE FORM Date: ______________ Xxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 000 Xxxxxx Xxxxxx, XX-XX-X0XX Xxxxxxxxxx, Xxxx 00000 Dear Xxxxxx: City National Rochdale Strategic Credit Fund (the “Trust”) on behalf of City National Rochdale Strategic Credit Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the 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 (b) certifies that the undersigned has been authorized to do so by the Board of Trustees of the Trust. (Name) (Title) (Trust) Schedule “A” Nothing to disclose

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Strategic Credit Fund)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSMATRIX ADVISORS VALUE FUND, INC. By: /s/ Jxxx X. Xxxxxxxx Xxxxx Xxxx Name: Jxxx X. Xxxxxxxx Xxxxx Xxxx Title: Chief Executive OfficerPresident and Treasurer EXHIBIT B FORM OF LOAN REQUEST U.S. Bank, National Association 000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Ladies and Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or otherwise modified from time to time (the "Loan Agreement") dated as of September 1, 2004 between U.S. Bank National Association (the "Bank") and Matrix Advisors Value Fund (the "Borrower") 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 unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $ . The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Loan Agreement (Matrix Advisors Value Fund 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” To Seventeenth Amendment to Loan Agreement Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $6,000,000.00 Cincinnati, Ohio November 8, 2019 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the “Borrower”), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before November 6, 2020 or such earlier date specified in the Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Six Million Dollars ($6,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the “Amended and Restated Note” to which reference is made in the Seventeenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx LargeCap Fund (the “Fund”) between the Borrower and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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, 2019 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 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 (ii) the principal of 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 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.

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueTHE TRUST: CITY NATIONAL ROCHDALE FUNDS, 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxxxxx Xxxxx Vice President Schedule A To Amended and Restated Promissory Note Fund Name TIN Number City National Rochdale Government Bond Fund 00-0000000 City National Rochdale Corporate Bond Fund 00-0000000 City National Rochdale California Tax Exempt Bond Fund 00-0000000 City National Rochdale Municipal High Income Fund 00-0000000 City National Rochdale Intermediate Fixed Income Fund 00-0000000 City National Rochdale Fixed Income Opportunities Fund 00-0000000 City National Rochdale Dividend & Income Fund 00-0000000 City National Rochdale U.S. Core Equity Fund 00-0000000 City National Rochdale Short Term Emerging Markets Debt Fund 00-0000000

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Funds)

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 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND By: /s/ Jxxx X. Xxxxxxxx Mxxxxxxx Xxxxxx Name: Jxxx X. Xxxxxxxx Mxxxxxxx Xxxxxx Title: Chief Executive OfficerVice President Schedule “A”

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Strategic Credit Fund)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer EXHIBIT B FORM OF LOAN REQUEST U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and 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 "Loan Agreement") dated as of November 6, 2020 between U.S. Bank National Association (the "Bank") and Txxxxxxx IM Funds, Inc. (the "Borrower") relating to the Txxxxxxx MxxXxx Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $ . The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerMxxx Xxxxx Xxxxxx Mxxx Xxxxx Xxxxxx President Schedule “A” To Promissory Note Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund 19-0549 Bxxxx Intermediate Bond Fund 19-0546 Bxxxx Aggregate Bond Fund 19-0548 Bxxxx Quality Intermediate Municipal Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MxxXxx Fund 19-0552 Baird LargeCap Fund 19-0545 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small/Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19-0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Chautauqua Global Growth Fund 19-0692

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM PXXXX FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer EXHIBIT B FORM OF LOAN REQUEST U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or otherwise modified from time to time (the "Loan Agreement") dated as of April 25, 2008 between U.S. Bank National Association (the "Bank") and Txxxxxxx Plumb Funds, Inc. (the "Borrower") relating to the Txxxxxxx Pxxxx MxxXxx Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $__________. The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Loan Agreement (Thompson Plumb 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” To Twelfth Amendment to Loan Agreement Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $2,300,000 Cincinnati, Ohio November 9, 2018 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 8, 2019 or such earlier date specified in the Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of Two Million Three Hundred Thousand Dollars ($2,300,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the "Amended and Restated Note" to which reference is made in the Twelfth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx MidCap Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 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 (ii) the principal of 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 demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater. An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate. All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 400 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower 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 Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and 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 shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.

Appears in 1 contract

Samples: 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, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” To Fifteenth Amendment to Loan Agreement Nothing to disclose

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueBXXXX 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerMxxx Xxxxx Xxxxxx President Schedule "A" Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund Bxxxx Intermediate Bond Fund Bxxxx Aggregate Bond Fund Bxxxx Intermediate Municipal Bond Fund Bxxxx Core Plus Bond Fund Bxxxx MidCap Fund Bxxxx LargeCap Fund Bxxxx SmallCap Value Fund

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. CCA Aggressive Return Fund By: /s/ Jxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Name: Jxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Title: Chief Executive OfficerTreasurer and Secretary EXHIBIT D FORM OF LOAN REQUEST U.S. Bank National Association 000 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Xxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx Ladies and Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") dated effective as of December 15, 2017 between U.S. Bank National Association (the "Bank") and MSS Series Trust (the "Borrower") relating to the CCA Aggressive Return Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. The Borrower hereby [requests] [confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $_______________. The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Loan Agreement (MSS Series Trust)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its 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) 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. Borrower hereby irrevocably authorizes THE TRUST: CITY NATIONAL ROCHDALE FUNDS, not individually but solely on behalf of each of its Funds listed on Schedule A to this Note, separately and empowers any attorneynot jointly By: /s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx Vice President and Secretary Schedule A To Amended and Restated Promissory Note Fund Name TIN Number City National Rochdale California Tax Exempt Bond Fund 00-at0000000 City National Rochdale Municipal High Income Fund 00-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become due, as herein provided, in any court in or 0000000 City National Rochdale Fixed Income Opportunities Fund 00-0000000 City National Rochdale Equity Income Fund 00-0000000 City National Rochdale U.S. Core Equity Fund 00-0000000 EXHIBIT C REVISED OFFICER’S CERTIFICATE The persons listed immediately below under “Executive Officer” are duly elected executive officers of the State of Ohio or elsewhere, Trust and waives (a) each is an Authorized Officer under the issuance Loan Agreement and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law is authorized to confess judgment in favor of Bank against 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 execute on behalf of the Borrower hereunder may also be counsel Borrowers and deliver to the Bank this Certificate and all other documents and instruments described in the applicable resolutions of the Trust 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 Trust is authorized to provide the Bank in the future with the names of additional Authorized Officers and/or the Bank’s affiliatesdeletions of any such Authorized Officers under the Loan Agreement. In order to facilitate the ability of the Bank to accept from the Trust or any 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), and 6(a)(i) or 8(n), including through the Borrower use of secure digital encryption technology, such as DocuSign eSignature®, the Borrowers hereby further waives any conflict of interest which might otherwise arise and consents confirm to the Bank paying that the Trust’s Authorized Officers and other additional persons designated by an Authorized Officer (who is an executive officer of the Trust) 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 confessing attorney a legal fee or allowing such attorneys’ fees instructions for electronic signatures. As of the date hereof, the Authorized Officers of the Trust (including executive officers and non-executive officers) and those other individuals with authority limited to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the requesting Loans and obligationsauthorizing Loan repayments are as follows: Executive Officers: Name Title Email Xxxxx Xxxxxxxxxx Vice President and Secretary Xxxxx.Xxxxxxxxxx@xxx.xxx Xxxxxxxx Xxxxxx Vice President and Assistant Treasurer xxxxxxxx.xxxxxx@xxx.xxx Other Authorized Officers: Name Title Email Individuals limited to only requesting Loans and authorizing Loan repayments: Name Title Email Any such Authorized Officer who is an executive officer of the Trust may, from time to time, notify the Bank in writing of changes to the list of such Authorized Officers or such other persons, their titles and/or their email addresses for purposes of requesting advances, making repayments or receiving instructions regarding electronic signatures, on the Authorized Officers and signers change request form (the “Signatory Update Form”) attached hereto as Schedule C-1. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND Dated as of September 6, 2023 THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM TRUST: CITY NATIONAL ROCHDALE FUNDS, INCnot individually but solely on behalf of each of its Funds listed on Schedule A to this Note, separately and not jointly By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Vice President and Secretary SCHEDULE C-1 To Revised Officer’s Certificate Signature Authority Update Form Xxxxxx Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 000 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Xxxxxx: City National Rochdale Funds (the “Trust”), acting solely on behalf of each of its Funds set forth on Exhibit A to the Loan Agreement, would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Loan Agreement with the Bank. Please add the following persons as Authorized Officers who are executive officers of the Trust: Name: Title: Email: Name: Title: Email: Please add the following persons as Authorized Officers (non-executive officers of the Trust): Name: Title: Email: Name: Title: Email: Please add the following names as persons authorized only to request advances and arrange repayments: Name: Title: Email: Name: 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 (b) certifies that the undersigned has been authorized to do so by the Board of Directors or Trustees of the Trust. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerTitle of the Trust Date:

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Funds)

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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSXxxxxxxx Xxxxx Funds, INC. Inc. By: /s/ Jxxx X. Xxxxxxxx _____________________________ Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 1 contract

Samples: Thompson Plumb Funds Inc

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueBXXXX 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Mxxx Xxxxx Xxxxxx Title: Chief Executive OfficerPresident

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer and President EXHIBIT B SIGNATURE AUTHORITY UPDATE FORM Date: ______________ Sxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 400 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Sxxxxx: TXXXXXXX IM FUNDS, INC. (the “Corporation”) on behalf of Txxxxxxx MxxXxx Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: 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 Corporation: (a) approved the addition of the individuals listed above, and (b) certifies that the undersigned has been authorized to do so by the Board of Directors of the Corporation. Txxxxxxx IM Funds, Inc. (Name), (Title) Schedule “A” Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $2,000,000 Cincinnati, Ohio November 4, 2022 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 3, 2023 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Two Million Dollars ($2,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the Second Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx MxxXxx Fund (the "Fund") between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 monthly, in arrears, commencing on December 1, 2022 and on the 1st day of each month thereafter, and on the date specified in clause (b) of the definition of 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 repays all or part 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.

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueTHE TRUST: CITY NATIONAL ROCHDALE FUNDS, 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxxxxx Xxxxx Xxxxxxx Xxxxx Vice President Schedule A To Amended and Restated Promissory Note Fund Name TIN Number City National Rochdale Government Bond Fund 00-0000000 City National Rochdale Corporate Bond Fund 00-0000000 City National Rochdale California Tax Exempt Bond Fund 00-0000000 City National Rochdale Municipal High Income Fund 00-0000000 City National Rochdale Intermediate Fixed Income Fund 00-0000000 City National Rochdale Fixed Income Opportunities Fund 00-0000000 City National Rochdale Equity Income Fund 00-0000000

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Funds)

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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxx Xxxxx Xxxxxx

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes By: Name: Title: I:\U.S. BANK\PROMNTE3.FRM EXHIBIT D FORM OF LOAN REQUEST U.S. Bank, N.A. 000 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Xxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx Ladies and empowers any attorney-at-law Gentlemen: This loan request is delivered to appear for Borrower in any action upon you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or in connection with this Agreement at any otherwise modified from time after to time, the Loans and/or other obligations "Loan Agreement") dated as of Borrower evidenced hereby become due_________________ between U.S. Bank, as N.A. (the "Bank") and ____________________ (the "Borrower") relating to the ________________ Fund (the "Fund"). Capitalized terms used herein provided, in any court in or of without definition shall have the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any meaning assigned to such attorney-at-law to confess judgment in favor of Bank against Borrower terms 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 Loan Agreement unless the judgment renderedcontext otherwise requires. The Borrower agrees and consents that hereby [requests] [confirms the attorney confessing judgment on behalf of verbal request made by the Borrower hereunder may also be counsel prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $______________. The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives requested Loan or 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerportion thereof:

Appears in 1 contract

Samples: Loan Agreement (Upright Investments 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSXxxxxxxx Xxxxx Funds, INC. Inc. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer AMENDED PROMISSORY NOTE $1,000,000 Cincinnati, Ohio November 15, 2005 Xxxxxxxx Xxxxx Funds, Inc., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK N.A. (the "Bank"), or its successors or assigns, on or before November 15, 2006 (the "Maturity Date"), the principal sum of One Million Dollars ($1,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Xxxxxxxx Plumb Bond Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2005 and on the first 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.

Appears in 1 contract

Samples: Thompson Plumb Funds Inc

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND By: /s/ Jxxx X. Xxxxxxxx ____________________________ Name: Jxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Chief Executive OfficerPresident EXHIBIT B FORM OF LOAN REQUEST U.S. Bank, National Association 000 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Ladies and Gentlemen: This loan request is delivered to you pursuant to Section 2(c) of that certain Loan Agreement (as amended, supplemented or otherwise modified from time to time (the "Loan Agreement") dated as of March 4, 2010 between U.S. Bank National Association (the "Bank") and The Community Reinvestment Act Qualified Investment Fund (the "Borrower") relating to the The Community Reinvestment Act Qualified Investment Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $___. The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Loan Agreement (Community Reinvestment Act Qualified Investment Fund)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights 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) 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. Borrower BAIRD FUNDS, INC., not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: __________________________ Mxxx Xxxxx Xxxxxx President Schedule “A” To Amended and Restated Promissory Note Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund 19-0549 Bxxxx Intermediate Bond Fund 19-0546 Bxxxx Aggregate Bond Fund 19-0548 Bxxxx Quality Intermediate Municipal Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MidCap Fund 19-0552 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small/Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19-0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Bxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0691 Chautauqua International Growth Fund 19-0692 AMENDED AND RESTATED PROMISSORY NOTE $550,000,000 Cincinnati, Ohio October 31, 2018 BAIRD FUNDS, INC., a Wisconsin corporation (the “Corporation”), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a “Borrower” or “Borrowing Fund” and collectively the “Borrowers” or “Borrowing Funds” hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for Borrower in any action upon pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 26, in any court in 2019, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Five Hundred Fifty Million Dollars ($550,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the “Amended and all costs Restated Note” to which reference is made in the Eleventh Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying Borrowers 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 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 on the first day of each month thereafter and on the date specified in clause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such confessing attorney interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a legal fee mandatory prepayment, or allowing by reason of demand, acceleration or otherwise (on the amount then due) and whenever such attorneys’ fees Borrowing Fund repays all or part of such Borrowing Fund's Loan 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 be paid from proceeds the actual number of collection of this Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerdays elapsed.

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSThxxxxxx Xlxxx Xunds, INC. Inc. By: /s/ Jxxx Joxx X. Xxxxxxxx Name: Jxxx Joxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 1 contract

Samples: Thompson Plumb Funds Inc

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx Xxxxx X. Xxxxxxxx Name: Jxxx Xxxxxxx Xxxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxxxxx Vice President Schedule “A” to Amended Restated Promissory Note Fund Name Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Xxxxx SmallCap Value Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small/Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 Xxxxx Strategic Municipal Bond Fund 19-0696

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer and President Schedule “A” To First Amendment to Loan Agreement Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $130,000,000 Cincinnati, Ohio November 5, 2021 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 4, 2022 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of One Hundred Thirty Million Dollars ($130,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the First Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx Bond Fund (the "Fund") between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 monthly, in arrears, commencing on December 1, 2021 and on the 1st day of each month thereafter, and on the date specified in clause (b) of the definition of 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 repays all or part 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.

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral 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. 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. UNIFIED SERIES TRUST By: /s/ Jxxx _____________________________ Xxxxxx Xxxx President EXHIBIT B SIGNATURE AUTHORITY UPDATE FORM Date: ______________ Xxxxxx X. Xxxxxxxx Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 000 Xxxxxx Xxxxxx, XX-XX-X0XX Xxxxxxxxxx, Xxxx 00000 Dear Xxxxxx: UNIFIED SERIES TRUST (the “Trust”) on behalf of Silk Invest New Horizons Frontier Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: Signature:_____________________________________ ___________________ (Name) (effective date) (Title) (Email) Signature:_____________________________________ ___________________ (Name) (effective date) (Title) (Email) Please add the following names as persons authorized to request advances and direct repayments: Jxxx X. Xxxxxxxx (Name) (effective date) (Title) (Email) (Name) (effective date) (Title) (Email) The undersigned, as an existing executive officer and Authorized Officer of the Trust: Chief Executive Officer(a) approved the addition of the individuals listed above, and (b) certifies that the undersigned has been authorized to do so by the Board of Trustees of the Trust. ______________________________ (Name) (Title) (Trust) Schedule “A” Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $ 1,000,000.00 Cincinnati, Ohio September 20, 2022 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 “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 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 monthly, in arrears, commencing on October 1, 2022 and on the 1st day of each month thereafter and on the date specified in clause (b) of the definition of 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 repays all or part 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.

Appears in 1 contract

Samples: Loan Agreement (Unified 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSTxxxxxxx Pxxxx Funds, INC. Inc. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 1 contract

Samples: Thompson Plumb 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer AMENDED PROMISSORY NOTE $145,000,000 Cincinnati, Ohio November 13, 2015 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation, previously known ax Xxxxxxxx Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of One Hundred Forty Five Million Dollars ($145,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Txxxxxxx Bond Fund, previously known as the Txxxxxxx Plumb Bond Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first 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.

Appears in 1 contract

Samples: Thompson Im Funds Inc

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President Schedule “A” to Amended and Restated Promissory Note Fund Name Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Xxxxx Ultra Short Bond Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small/Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 Xxxxx Strategic Municipal Bond Fund 19-0696 Xxxxx Municipal Bond Fund 19-0697

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer________________________________ Mxxx Xxxxx Xxxxxx President Schedule “A” To Amended and Restated Promissory Note Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund 19-0549 Bxxxx Intermediate Bond Fund 19-0546 Bxxxx Aggregate Bond Fund 19-0548 Bxxxx Quality Intermediate Municipal Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MidCap Fund 19-0552 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small/Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19-0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Bxxxx Small /Mid Cap Growth Fund Chautauqua Global Growth Fund 19-0691 Chautauqua International Growth Fund 19-0692

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSThxxxxxx Xlxxx Xunds, INC. Inc. By: /s/ Jxxx Joxx X. Xxxxxxxx Name: Jxxx Joxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 1 contract

Samples: Thompson Plumb 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer and President EXHIBIT B SIGNATURE AUTHORITY UPDATE FORM Date: ______________ Sxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 400 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Sxxxxx: TXXXXXXX IM FUNDS, INC. (the “Corporation”) on behalf of Txxxxxxx LargeCap Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: 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 Corporation: (a) approved the addition of the individuals listed above, and (b) certifies that the undersigned has been authorized to do so by the Board of Directors of the Corporation. Txxxxxxx IM Funds, Inc. (Name), (Title) Schedule “A” Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $7,000,000 Cincinnati, Ohio November 4, 2022 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 3, 2023 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Seven Million Dollars ($7,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the Second Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx LargeCap Fund (the "Fund") between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 monthly, in arrears, commencing on December 1, 2022 and on the 1st day of each month thereafter, and on the date specified in clause (b) of the definition of 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 repays all or part 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.

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, 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, 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 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. Each Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for such Borrower in any action upon or in connection with this Agreement Note at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING—WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSEA SERIES TRUST, INC. not individually but solely on behalf of its Funds listed on “Schedule A” to this Agreement, separately and not jointly By: /s/ Jxxx Xxxxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Xxxxxx President and Chief Executive OfficerOfficer SCHEDULE “A” To Promissory Note Fund Name Account Identification Number Freedom 100 Emerging Markets ETF 19-0247 Strive Emerging Markets Ex-China ETF 19-0979 EXHIBIT E OFFICER’S CERTIFICATE EA SERIES 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 “Loan Agreement”). In that connection, the undersigned certifies:

Appears in 1 contract

Samples: Loan Agreement (EA Series Trust)

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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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM BAIRD FUNDS, INC. not individually but solely on behalf of its Funds listed on Exhibit A to this Agreement, separately and not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President Schedule “A” To Amended and Restated Promissory Note Fund Name Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx Mid Cap Growth Fund 19-0552 Xxxxx Equity Opportunity Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 Xxxxx Strategic Municipal Bond Fund 19-0696 Xxxxx Municipal Bond Fund 19-0697 EXHIBIT C OFFICER’S CERTIFICATE 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 restated loan agreement effective as of even date herewith (the “Loan Agreement”). In that connection, the undersigned certifies:

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX XXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Xxxxx X. Xxxxxxxx Name: Jxxx Xxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” To Fifteenth Amendment to Loan Agreement Nothing to disclose

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President Schedule "A" To Promissory Note Fund Name Pledge Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Baird Quality Intermediate Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Baird LargeCap Fund 19-0545 Xxxxx SmallCap Value Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small / Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueTHE TRUST: CITY NATIONAL ROCHDALE FUNDS, 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 Bank against Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Axxxxxx Xxxxx Vice President Schedule A To Amended and Restated Promissory Note Fund Name TIN Number City National Rochdale Government Bond Fund 20-0000000 City National Rochdale Corporate Bond Fund 20-0000000 City National Rochdale California Tax Exempt Bond Fund 20-0000000 City National Rochdale Municipal High Income Fund 40-0000000 City National Rochdale High Yield Bond Fund 20-0000000 City National Rochdale Intermediate Fixed Income Fund 10-0000000 City National Rochdale Fixed Income Opportunities Fund 20-0000000 City National Rochdale Dividend & Income Fund 10-0000000 City National Rochdale U.S. Core Equity Fund 40-0000000 City National Rochdale Short Term Emerging Markets Debt Fund 80-0000000 70895785v1 Exhibit C SIGNATURE AUTHORITY UPDATE FORM Date Sxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 400 Xxxxxx Xxxxxx, XX-XX-X0XX Xxxxxxxxxx, Xxxx 00000 Dear Sxxxxx: The (the Borrower hereunder may also be counsel “Trust”) would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Bank and/or Loan Agreement with the Bank’s affiliates. Please add the following names and signatures as Authorized Officers: Signature: (Name) (date) (Title) (Email) Signature: (Name) (date) (Title) (Email) Please add the following names as persons authorized to request advances and direct repayments: (Name) (Title) (Email) (Name) (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 (b) certifies that the Borrower hereby further waives any conflict undersigned has been authorized to do so by the Board of interest which might otherwise arise and consents to Trustees of the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the Loans and obligationsTrust. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx (Name: Jxxx X. Xxxxxxxx ) (Title: Chief Executive Officer) (Trust)

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Funds)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws Jaws 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerMxxx Xxxxx Xxxxxx Mxxx Xxxxx Xxxxxx President Schedule "A" To Promissory Note Fund Name Pledge Account Number Bxxxx Short·Term Bond Fund 19·0549 Bxxxx Intermediate Bond Fund 19·0546 Bxxxx Aggregate Bond Fund 19-0548 Bxxxx Quality Intermediate Municipal Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MxxXxx Fund 19-0552 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small/Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19·0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer and President Schedule “A” To First Amendment to Loan Agreement Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $8,000,000 Cincinnati, Ohio November 5, 2021 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 4, 2022 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Eight Million Dollars ($8,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the First Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx LargeCap Fund (the "Fund") between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 monthly, in arrears, commencing on December 1, 2021 and on the 1st day of each month thereafter, and on the date specified in clause (b) of the definition of 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 repays all or part 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.

Appears in 1 contract

Samples: 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, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” To Eleventh Amendment to Loan Agreement Nothing to disclose

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerMxxx Xxxxx Xxxxxx Mxxx Xxxxx Xxxxxx President Schedule "A" To Promissory Note Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund 19-0549 Bxxxx Intermediate Bond Fund 19-0546 Bxxxx Aggregate Bond Fund 19-0548 Baird Quality Intermediate Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MxxXxx Fund 19-0552 Baird LargeCap Fund 19-0545 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small / Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19-0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Chautauqua Global Growth Fund 19-0691 Chautauqua International Growth Fund 19-0692

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $6,000,000 Cincinnati, Ohio November 9, 2018 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 8, 2019 or such earlier date specified in the Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of Six Million Dollars ($6,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the "Amended and Restated Note" to which reference is made in the Sixteenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx LargeCap Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 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 (ii) the principal of 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 demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater. An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate. All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 400 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower 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 Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and 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 shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.

Appears in 1 contract

Samples: 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, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” To Thirteenth Amendment to Loan Agreement Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $2,000,000.00 Cincinnati, Ohio November 8, 2019 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the “Borrower”), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before November 6, 2020 or such earlier date specified in the Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of Two Million Dollars ($2,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the “Amended and Restated Note” to which reference is made in the Thirteenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx MidCap Fund (the “Fund”) between the Borrower and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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, 2019 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 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 (ii) the principal of 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 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.

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District Xxxxxxxx Xxxxxxxx of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, 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-attorney- at-law to appear for the Borrower in any action upon or in connection with this Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. UNIFIED SERIES TRUST By: /s/ Jxxx Mxxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerDxxx Xxxxxx Dxxx President

Appears in 1 contract

Samples: Pledge and Security Agreement (Unified 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSXxxxxxxx Xxxxx Funds, INC. Inc. By: /s/ Jxxx Xxxx X. Xxxxxxxx Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief hief Executive Officer

Appears in 1 contract

Samples: Thompson Plumb 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” To Seventeenth Amendment to Loan Agreement Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $160,000,000.00 Cincinnati, Ohio November 8, 2019 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the “Borrower”), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the “Bank”), or its successors or assigns, on or before November 6, 2020 or such earlier date specified in the Loan Agreement as the Maturity Date (“Maturity Date”), the principal sum of One Hundred Sixty Million Dollars ($160,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the “Amended and Restated Note” to which reference is made in the Seventeenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx Bond Fund (the “Fund”) between the Borrower and the Bank (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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, 2019 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 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 (ii) the principal of 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 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.

Appears in 1 contract

Samples: 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSTxxxxxxx Pxxxx Funds, INC. Inc. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer

Appears in 1 contract

Samples: Thompson Plumb Funds Inc

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower BAIRD FUNDS, INC., not individually but solely on behalf of its Funds listed on Schedule A to this Agreement, separately and not jointly By: /s/ Mxxx Xxxxx Xxxxxx Mxxx Xxxxx Xxxxxx President Schedule "A" To Promissory Note Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund 19-0549 Bxxxx Intermediate Bond Fund 19-0546 Bxxxx Aggregate Bond Fund 19-0548 Bxxxx Quality Intermediate Municipal Bond Fund 19-0551 Bxxxx Core Plus Bond Fund 19-0547 Bxxxx MxxXxx Fund 19-0552 Bxxxx SmallCap Value Fund 19-0591 Bxxxx Ultra Short Bond Fund 19-0592 Bxxxx Small/Mid Cap Value Fund 19-0595 Bxxxx Short-Term Municipal Bond Fund 19-0593 Bxxxx Core Intermediate Municipal Bond Fund 19-0594 Chautauqua Global Growth Fund 19-0692 Chautauqua International Growth Fund 19-0691 AMENDED AND RESTATED PROMISSORY NOTE $550,000,000 Cincinnati, Ohio May 27, 2018 BAIRD FUNDS, INC., a Wisconsin corporation (the "Corporation"), not individually but only on behalf of its Funds listed in Schedule A (attached hereto and made a part hereof) for which a borrowing is requested, separately and not jointly (each a "Borrower'' or "Borrowing Fund" and collectively the "Borrowers" or "Borrowing Funds" hereunder), for value received, hereby irrevocably authorizes and empowers any attorney-at-law promises, to appear for Borrower in any action upon pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueits successors or assigns, as herein providedon or before May 26, in any court in 2019, or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower earlier date specified in the amount due Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of Five Hundred Fifty Million Dollars ($550,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrowers which are related to such Corporation under the hereinafter-described Loan Agreement, together with interest thereon or hereon, plus interest as herein hereinafter provided, . This Note is the "Amended and all costs Restated Note" to which reference is made in the Tenth Amendment to Loan Agreement dated as of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from even date hereof between the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment Corporation on behalf of the Borrower hereunder may also be counsel Borrowers thereto and the Bank (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying Borrowers 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 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 on the first day of each month thereafter and on the date specified in clause (b) of the definition of Maturity Date; provided that a Borrowing Fund may at its option pay such confessing attorney interest whenever all or any part of its Loans are due, whether on the Maturity Date, by virtue of a legal fee mandatory prepayment, or allowing by reason of demand, acceleration or otherwise (on the amount then due) and whenever such attorneys’ fees Borrowing Fund repays all or part of such Borrowing Fund's Loan 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 be paid from proceeds the actual number of collection of this Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerdays elapsed.

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSUNIFIED SERIES TRUST By: _______________ Xxxxxx Xxxx President EXHIBIT B OFFICER’S CERTIFICATE 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), INC6(a)(i) or 8(o), 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 Trust) 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: Executive Officers: Name Title Email Other Authorized Officers: Name Title Email Individuals limited to only requesting Loans and authorizing Loan repayments: Name Title Email Any such Authorized Officer who is an executive officer of the Borrower may, from time to time, notify the Bank in writing of changes to the list of such Authorized Officers or such other persons, their titles and/or their email addresses for purposes of requesting advances, making repayments or receiving instructions regarding electronic signatures, on the Authorized Officers and signers change request form (the “Signatory Update Form”) attached hereto as Schedule B-1. Dated as of September 19, 2023 BORROWER: UNIFIED SERIES TRUST By: _______________ Name: Xxxxxx Xxxx Title: President SCHEDULE B-1 To Officer’s Certificate Signature Authority Update Form Xxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 000 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Xxxxxx: Unified Series Trust, an Ohio business trust (the “Trust”), acting on behalf of its series 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 Loan Agreement with the Bank. Please add the following persons as Authorized Officers who are executive officers of the Trust: Name: ________________ Title: ________________ Email: ________________ Name: ________________ Title: ________________ Email: ________________ Please add the following persons as Authorized Officers (non-executive officers of the Trust): Name: ________________ Title: ________________ Email: ________________ Name: ________________ Title: ________________ Email: ________________ Please add the following names as persons authorized only to request advances and arrange repayments: Name: ________________ Title: ________________ Email: ________________ Name: ________________ 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 (b) certifies that the undersigned has been authorized to do so by the Board of Directors or Trustees of the Trust. By:______________________________ Title of the Trust Date: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer________________ Schedule “A” To Second Amendment to Loan Agreement Nothing to disclose

Appears in 1 contract

Samples: Loan Agreement (Unified 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSXxxxxxxx Xxxxx Funds, INC. Inc. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx Xxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer AMENDED PROMISSORY NOTE $20,000,000 Cincinnati, Ohio November 15, 2005 Xxxxxxxx Xxxxx Funds, Inc., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK N.A. (the "Bank"), or its successors or assigns, on or before November 15, 2006 (the "Maturity Date"), the principal sum of Twenty Million Dollars ($20,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Xxxxxxxx Plumb Growth Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2005 and on the first 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.

Appears in 1 contract

Samples: Thompson Plumb 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer AMENDED PROMISSORY NOTE $2,000,000 Cincinnati, Ohio November 13, 2015 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation, previously known ax Xxxxxxxx Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Two Million Dollars ($2,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of April 25, 2008 with respect to the Txxxxxxx MxxXxx Fund, previously known as the Txxxxxxx Plumb MidCap Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first 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.

Appears in 1 contract

Samples: 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, 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer and President EXHIBIT B SIGNATURE AUTHORITY UPDATE FORM Date: ______________ Sxxxxx X. Xxxxx Senior Vice President U.S. Bank Mutual Fund Lending 400 Xxxxxx Xxxxxx, XX-XX-X0XX Cincinnati, Ohio 45202 Dear Sxxxxx: TXXXXXXX IM FUNDS, INC. (the “Corporation”) on behalf of Txxxxxxx Bond Fund would like to add additional Authorized Officers and/or additional persons authorized to request advances and direct repayments under the Amended and Restated Loan Agreement with the Bank. Please add the following names and signatures as Authorized Officers: 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 Corporation: (a) approved the addition of the individuals listed above, and (b) certifies that the undersigned has been authorized to do so by the Board of Directors of the Corporation. Txxxxxxx IM Funds, Inc. (Name), (Title) Schedule “A” Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $90,000,000 Cincinnati, Ohio November 4, 2022 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 3, 2023 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Ninety Million Dollars ($90,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the Second Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx Bond Fund (the "Fund") between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 monthly, in arrears, commencing on December 1, 2022 and on the 1st day of each month thereafter, and on the date specified in clause (b) of the definition of 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 repays all or part 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.

Appears in 1 contract

Samples: 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, 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx Jxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer EXHIBIT B FORM OF LOAN REQUEST U.S. Bank, National Association 400 Xxxxxx Xxxxxx, X.X. XX-XX-X0XX Xxxxxxxxxx, XX 00000 Attention: Sxxxxx X. Xxxxx Ladies and 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 "Loan Agreement") dated as of November 6, 2020 between U.S. Bank National Association (the "Bank") and Txxxxxxx IM Funds, Inc. (the "Borrower") relating to the Txxxxxxx Bond Fund (the "Fund"). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. The Borrower hereby [requests][confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $ . The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: 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, 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer and President Schedule “A” To First Amendment to Loan Agreement Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $3,000,000 Cincinnati, Ohio November 5, 2021 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 4, 2022 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Three Million Dollars ($3,000,000), or such portion thereof as may be outstanding from time to time as Loans to the Borrower under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Amended and Restated Note is the "Amended and Restated Promissory Note" to which reference is made in the First Amendment to Amended and Restated Loan Agreement dated as of even date herewith with respect to the Txxxxxxx MidCap Fund (the "Fund") between the Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 monthly, in arrears, commencing on December 1, 2021 and on the 1st day of each month thereafter, and on the date specified in clause (b) of the definition of 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 repays all or part 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.

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its Corporation and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower Borrowers, the Corporation and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueBXXXX 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officer________________________________ Mxxx Xxxxx Xxxxxx President Schedule "A" Fund Name Pledge Account Number Bxxxx Short-Term Bond Fund Bxxxx Intermediate Bond Fund Bxxxx Aggregate Bond Fund Bxxxx Intermediate Municipal Bond Fund Bxxxx Core Plus Bond Fund Bxxxx MidCap Fund Bxxxx LargeCap Fund Bxxxx SmallCap Value Fund

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX XXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Xxxxx X. Xxxxxxxx Name: Jxxx Xxxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” Nothing to disclose

Appears in 1 contract

Samples: 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, if (i) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. By: /s/ Jxxx Jxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerOfficer Schedule “A” Nothing to disclose AMENDED AND RESTATED PROMISSORY NOTE $145,000,000 Cincinnati, Ohio November 9, 2018 TXXXXXXX IM FUNDS, INC., a Wisconsin corporation (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 8, 2019 or such earlier date specified in the Loan Agreement as the Maturity Date ("Maturity Date"), the principal sum of One Hundred Forty Five Million Dollars ($145,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided. This Note is the "Amended and Restated Note" to which reference is made in the Sixteenth Amendment to Loan Agreement of even date herewith with respect to the Txxxxxxx Bond Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank 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 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 (ii) the principal of 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 demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1000.00 or, if less, the outstanding balance of this Note. If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater. An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate. All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 400 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower 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 Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and 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 shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.

Appears in 1 contract

Samples: Loan Agreement (Thompson Im Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral provided by the Borrower or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the each Borrower and its 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 THE TRUST: CITY NATIONAL ROCHDALE FUNDS not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Xxxx Xxxxxxxxxxx Vice President Schedule "A" To Promissory Note Fund Name TIN Number City National Rochdale Limited Maturity Fixed Income Fund 00-0000000 City National Rochdale Government Bond Fund 00-0000000 City National Rochdale Corporate Bond Fund 00-0000000 City National Rochdale California Tax Exempt Bond Fund 00-0000000 City National Rochdale Municipal High Income Fund 00-0000000 City National Rochdale High Yield Bond Fund 00-0000000 City National Rochdale Intermediate Fixed Income Fund 00-0000000 City National Rochdale Fixed Income Opportunities Fund 00-0000000 City National Rochdale Multi-Asset Fund 00-0000000 City National Rochdale Dividend & Income Fund 00-0000000 City National Rochdale U.S. Core Equity Fund 00-0000000 City National Rochdale Socially Responsible Equity Fund 00-0000000 City National Rochdale Emerging Markets Fund 00-0000000 EXHIBIT E Officer’s Certificate City National Rochdale Funds, a Delaware statutory trust (the Borrower hereunder may also be counsel to “Trust”) is entering into and/or continuing a loan transaction with U.S. BANK NATIONAL ASSOCIATION (the Bank and/or the "Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security ") for the Loans and obligationsbenefit of their respective borrowing Funds (“Borrowing Funds”) pursuant to a loan agreement effective as of even date herewith (the "Loan Agreement"). WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSIn that connection, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerthe undersigned certifies (but only on behalf of each Fund):

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Funds)

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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 THE TRUST: CITY NATIONAL ROCHDALE FUNDS not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Xxxx Xxxxxxxxxxx Vice President Schedule “A” To Promissory Note Fund Name TIN Number City National Rochdale Limited Maturity Fixed Income Fund 00-0000000 City National Rochdale Government Bond Fund 00-0000000 City National Rochdale Corporate Bond Fund 00-0000000 City National Rochdale Caiifornia Tax Exempt Bond Fund 00-0000000 City National Rochdale Municipal High Income Fund 00-0000000 City National Rochdale High Yield Bond Fund 00-0000000 City National Rochdale Intermediate Fixed Income Fund 00-0000000 City National Rochdale Fixed Income Opportunities Fund 00-0000000 City National Rochdale Multi-Asset Fund 00-0000000 City National Rochdale Dividend & Income Fund 00-0000000 City National Rochdale U.S. Core Equity Fund 00-0000000 City National Rochdale Socially Responsible Equity Fund 00-0000000 City National Rochdale Emerging Markets Fund 00-0000000 Officer’s Certificate City National Rochdale Funds, a Delaware statutory trust (the Borrower hereunder may also be counsel to “Trust”) is entering into and/or continuing a loan transaction with U.S. BANK NATIONAL ASSOCIATION (the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security ”) for the Loans and obligationsbenefit of their respective borrowing Funds (“Borrowing Funds”) pursuant to a loan agreement effective as of even date herewith (the “Loan Agreement”). WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSIn that connection, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerthe undersigned certifies (but only on behalf of each Fund):

Appears in 1 contract

Samples: Pledge and Security Agreement (City National Rochdale Funds)

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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become dueXXXXX 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 Bank against 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 Agreement and/or any and all collateral and security for the Loans and obligations. WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President Schedule “A” to Amended Restated Promissory Note Fund Name Pledge Account Number Xxxxx Short-Term Bond Fund 19-0549 Xxxxx Intermediate Bond Fund 19-0546 Xxxxx Aggregate Bond Fund 19-0548 Xxxxx Quality Intermediate Municipal Bond Fund 19-0551 Xxxxx Core Plus Bond Fund 19-0547 Xxxxx XxxXxx Fund 19-0552 Xxxxx SmallCap Value Fund 19-0591 Xxxxx Ultra Short Bond Fund 19-0592 Xxxxx Small/Mid Cap Value Fund 19-0595 Xxxxx Short-Term Municipal Bond Fund 19-0593 Xxxxx Core Intermediate Municipal Bond Fund 19-0594 Xxxxx Small/Mid Cap Growth Fund 19-0693 Chautauqua Global Growth Fund 19-0692

Appears in 1 contract

Samples: Loan Agreement (Baird Funds Inc)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to the Collateral or to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) if served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement. Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived. 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. UNIFIED SERIES TRUST By: /s/ Jxxx Xxxxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerXxxx Xxxxxx Xxxx President

Appears in 1 contract

Samples: Loan Agreement (Unified 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 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 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 Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND By: /s/ Jxxx X. Xxxxxxxx Xxxxxxx Xxxxx Name: Jxxx X. Xxxxxxxx Xxxxxxx Xxxxx Title: Chief Executive OfficerVice President Schedule “A”

Appears in 1 contract

Samples: Loan Agreement (City National Rochdale Strategic Credit Fund)

IMPORTANT. This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance. Without limitation on the ability of the Bank to exercise all of its rights as to 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) 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. 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 Agreement 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 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING—127343843v1 WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSARISTOTLE FUNDS SERIES TRUST, INC. not individually but solely on behalf of each of its Funds listed on Schedule “A” to this Note, separately and not jointly By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Xxx St. Xxxxxxx Title: Chief Executive OfficerVice President 127343843v1 SCHEDULE A To Promissory Note PLEDGE ACCOUNT NUMBER FUND NAME 19-4901 Aristotle Ultra Short Income Fund 19-4902 Aristotle Short Duration Income Fund 19-4903 Aristotle Core Income Fund 19-4904 Xxxxxxxxx ESG Core Bond Fund 19-4905 Aristotle Strategic Income Fund 19-4907 Aristotle High Yield Bond Fund 19-4908 Xxxxxxxxx Xxxxx/Mid Cap Equity Fund 19-4909 Xxxxxxxxx Xxxxx Cap Equity Fund II 19-4913 Xxxxxxxxx Portfolio Optimization Conservative Fund 19-4914 Xxxxxxxxx Portfolio Optimization Moderate Conservative Fund 19-4915 Xxxxxxxxx Portfolio Optimization Moderate Fund 19-4916 Xxxxxxxxx Portfolio Optimization Growth Fund 19-4917 Xxxxxxxxx Portfolio Optimization Aggressive Growth Fund 127343843v1 EXHIBIT E OFFICER’S CERTIFICATE ARISTOTLE FUNDS SERIES TRUST, a Delaware statutory trust (the “Trust”), not individually but solely on behalf of each of its Funds set forth on Exhibit A to the Loan Agreement (as defined below), 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 a loan agreement effective as of even date herewith (the “Loan Agreement”). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Loan Agreement unless the context otherwise requires. In that connection, the undersigned certifies:

Appears in 1 contract

Samples: Loan Agreement (Aristotle Funds 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 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-attorney- at-law to appear for the Borrower in any action upon or in connection with this Agreement 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 Agreement Note and/or any and all collateral and security for the Loans and obligations. WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDS, INC. UNIFIED SERIES TRUST By: /s/ Jxxx __________________________ Mxxxxx Xxxx President EXHIBIT D FORM OF LOAN REQUEST U.S. Bank National Association 400 Xxxxxx Xxxxxx, M. L. CN-OH-W6TC Cxxxxxxxxx, Xxxx 00000 Attention: Sxxxxx X. Xxxxxxxx NameXxxxx Ladies and Gentlemen: Jxxx X. Xxxxxxxx Title: Chief Executive OfficerThis 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 "Loan Agreement") dated effective as of September 21, 2021 between U.S. Bank National Association (the "Bank") and Unified Series Trust (the "Borrower") 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 unless the context otherwise requires. The Borrower hereby [requests] [confirms the verbal request made by the Borrower prior to 2:00 p.m. on the date hereof for] a Loan on this date from the Bank in the aggregate principal amount of $ . The Borrower hereby certifies, represents and warrants that on the date hereof, both before and after giving effect to the requested Loan or any portion thereof:

Appears in 1 contract

Samples: Pledge and Security Agreement (Unified 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 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) 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. Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of 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 Bank against 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 THE TRUST: CITY NATIONAL ROCHDALE FUNDS not individually but solely on behalf of its Funds listed on Schedule A to this Note, separately and not jointly By: Xxxx Xxxxxxxxxxx Vice President Schedule "A" To Promissory Note Fund Name TIN Number City National Rochdale Limited Maturity Fixed Income Fund 00-0000000 City National Rochdale Government Bond Fund 00-0000000 City National Rochdale Corporate Bond Fund 00-0000000 City National Rochdale California Tax Exempt Bond Fund 00-0000000 City National Rochdale Municipal High Income Fund 00-0000000 City National Rochdale High Yield Bond Fund 00-0000000 City National Rochdale Intermediate Fixed Income Fund 00-0000000 City National Rochdale Fixed Income Opportunities Fund 00-0000000 City National Rochdale Multi-Asset Fund 00-0000000 City National Rochdale Dividend & Income Fund 00-0000000 City National Rochdale U.S. Core Equity Fund 00-0000000 City National Rochdale Socially Responsible Equity Fund 00-0000000 City National Rochdale Emerging Markets Fund 00-0000000 EXHIBIT E Officer's Certificate City National Rochdale Funds, a Delaware statutory trust (the Borrower hereunder may also be counsel to "Trust") is entering into and/or continuing a loan transaction with U.S. BANK NATIONAL ASSOCIATION (the Bank and/or the "Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security ") for the Loans and obligationsbenefit of their respective borrowing Funds ("Borrowing Funds") pursuant to a loan agreement effective as of even date herewith (the "Loan Agreement"). WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK. TXXXXXXX IM FUNDSIn that connection, INC. By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Chief Executive Officerthe undersigned certifies (but only on behalf of each Fund):

Appears in 1 contract

Samples: Pledge and Security Agreement (City National Rochdale Funds)

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