The Lender We can choose to assign or transfer any of our rights or obligations under this Agreement without your or the Guarantor’s specific consent, and each of our assignees and transferees has the same rights against you and the Guarantor under the Relevant Documents as if it were named in this Agreement as the Lender.
The Bank 1. shall perform the duties imposed on the Bank under the Ordinance.
2. shall exercise reasonable care in the performance of its duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank; and
3. in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement, but in the case of any opinions which by any provision hereof are specifically required to be furnished to the Bank, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
Bank The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
Security Instrument Borrower will execute the Security Instrument dated of even date with this Loan Agreement. The Security Instrument will be recorded in the applicable land records in the Property Jurisdiction.
Sick Bank (1) A “Sick Leave Bank” shall be established. The purpose of said bank shall be to aid only unit members whose sick leave accumulation has been exhausted and who suffer prolonged absence from (a) a disabling condition, (b) an accident which causes disability; and (c) disability arising from pregnancy by providing additional paid sick leave for extreme hardship cases due to personal illness and/or personal injury shall not be for casual use.
(2) No qualified unit member shall be permitted to use more than 93 days from the Sick Leave Bank.
(3) Each unit member may contribute a total of two (2) days from his/her sick leave accumulation to the Sick Leave Bank. If a pre-tenure teacher elects this option, he/she shall be permitted to use no more than fifteen (15) days from the Sick Leave Bank for each year of service.
(4) All donations to the Sick Leave Bank will be voluntary.
(5) All days not used in a year will be retained in the Sick Leave Bank.
(6) If all the donated days are used during a given school year, the Bank shall be declared open and additional donations of a maximum of two (2) days by each tenured unit member may be made.
(7) Unit members using sick leave days from the Bank will not have to replace those days.
(8) No days may be donated to a specific individual, nor may they be donated to teachers exclusively in a certain school.
(9) A unit member withdrawing from membership in the Bank shall not be allowed to withdraw contributed days.
(10) Procedure for processing requests for Sick Bank days:
(a) The unit member requesting Sick Bank days shall obtain from the Association or from the Human Resources Department a copy of the SEA Sick Bank Request form.
(b) The unit member shall submit a completed Request form, including a completed Physician Statement, to the Human Resources Department who will promptly provide a copy to the Association. SEA approval is assumed unless SEA informs the Human Resources Department of its concerns regarding the request within three (3) days of receipt.
(c) The Human Resources Department shall review the Request form for completeness. If the form is incomplete, the unit member and the Association will be notified. If any additional information is needed to process the Request form, the unit member and the Association shall be notified and the unit member shall be asked to comply.
(d) The Human Resources Department shall promptly review and respond to the completed Request form. If approved, the unit member and the Association shall be notified in writing of such approval. If approval is denied, the unit member and the Association shall be notified in writing that the Sick Bank Committee will be convened to review the request. The unit member may be required to submit additional information for the consideration of the committee.
(e) The unit member and the Association will be notified in writing of the decision of the Sick Bank Committee. Should the committee refer the unit member to an independent Medical Review Officer (MRO), the unit member shall be notified in writing and can decline, forfeiting the use of the Sick Bank. (This provision shall not impact the right of the Board to require an employee to submit to an Independent Medical Examination (IME) at Board expense as permitted by applicable law).
(11) A committee consisting of two unit members selected by the SEA, three persons designated by the Board, and the Human Resources Director who shall act as the non- voting chairperson, shall be established to set up guidelines, review implementation, and update procedures. The Sick Leave Committee shall:
(a) Require a doctor’s certificate regarding the illness and/or injury and its specific impact on the ability of the employee to perform job responsibilities;
(b) Consider the nature, seriousness; and projected duration of the illness and/or injury related to the ability of the employee to perform job responsibilities; and
(c) Consider the applicant’s prior record of sick leave use.
(12) The granting of any sick leave days from the Sick Leave Bank shall be made by majority vote of the committee members present and voting. In case of a tie vote, the case shall be referred to the Medical Review Officer (MRO).
(a) The unit member shall be notified to submit all medical documentation from the unit member’s treating physician(s) to the MRO. The MRO shall be a licensed physician, appointed by agreement of both parties, for the duration of the Collective Bargaining Agreement, subject to reappointment by agreement of both parties. The medical documentation submitted shall detail the seriousness and nature of the illness or injury involved related to the ability of the employee to perform job responsibilities. The MRO shall confirm the seriousness and nature of the illness or injury related to job responsibilities utilizing said medical documentation;
(b) If the MRO is unable to confirm the seriousness and nature of the illness or injury related to the ability to perform job responsibilities from the medical documentation as provided above, said MRO may conduct or send the employee to have an Independent Medical Examination (IME). A licensed physician shall perform the IME with expertise in the field of the illness or injury presented, to confirm the treating physician's report. The decision of the MRO, or the IME, shall be binding and final and not subject to the grievance procedure outlined in this Agreement.
(c) Nothing contained herein shall preclude a resubmission to the MRO based upon additional medical documentation.
(d) Individuals are subject to continuing review by the MRO, to confirm the seriousness of the illness or injury. The MRO shall have the discretion to discontinue leave benefits under this provision if he/she determined that the individual is capable of returning to work.
(13) In the event that the parties cannot agree upon the selection of said MRO, the Board and the Association shall submit the matter to binding arbitration under the rules of the American Arbitration Association (AAA).
(14) The costs of the MRO, the IME (if needed), and Arbitrator shall be borne equally by the Board and the Association.
(15) The Superintendent, in his/her sole discretion, may authorize the use of additional sick leave days from the Bank to any member who has exhausted the maximum days set forth in paragraphs 2 and 3 above. The Superintendent shall notify the Human Resources Director of his/her decision to authorize sick leave above the caps set forth in paragraphs 2 and 3 above. The decision of the Superintendent shall be final and not subject to the grievance procedure contained in this Agreement.
(16) In no case shall any unit member receive days from the Bank when absent due to a work-related injury.
(17) The Board will annually supply the SEA with statistics regarding the status of the Bank, number of participants, number of days, number of unit members taking from the Bank, number of days remaining in the Bank, etc.
Mortgagor The obligor on a Mortgage Note. ---------
Mortgagee Upon WTC giving any notice in accordance with Section 11.1, Mortgagee shall (if and so long as such citizenship is necessary under the Act as in effect at such time or, if it is not necessary, if and so long as Mortgagee's citizenship could have any adverse effect on Owner, or any Note Holder), subject to Section 9.02 of the Trust Indenture, resign as Mortgagee promptly upon its ceasing to be such a citizen.
The Agent Each of the Lenders hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In the event the institution serving as the Agent hereunder shall also be a Lender, it shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Level 3, the Borrower or any Subsidiary or Affiliate thereof as if it were not the Agent hereunder. The Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and shall not have any duty to take any action or exercise any powers that would result in the incurrence by it of costs or expenses unless arrangements satisfactory to it to ensure the prompt payment of all such costs or expenses shall have been made by the Lenders, and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Xxxxx 0, the Borrower or any of the Subsidiaries of Level 3 that is communicated to or obtained by the institution serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by Xxxxx 0, the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), the Administrative Agent and the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders, provided, however, that the Administrative Agent and the Collateral Agent shall not be required to take any action that (i) the Administrative Agent or the Collateral Agent in good faith believes exposes it to personal liability unless it receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or applicable law. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for Level 3 or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. Subject to the appointment and acceptance of a successor as provided in this paragraph, the Agent may resign at any time by notifying the Lenders and Level 3. Upon any such resignation, the Required Lenders shall have the right, with, so long as no Default or Event of Default shall have occurred and be continuing, the consent of Level 3 (which consent shall not be unreasonably withheld or delayed) to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a Lender or a bank with an office in New York, New York, or an Affiliate of such Lender or any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by Level 3 and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed with such successor. After the Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.
LENDER The term “Lender” shall mean the holder of any promissory note or other evidence of indebtedness secured by the Property or any portion thereof.
Security Instruments (i) The Administrative Agent shall fail to have an Acceptable Security Interest in any portion of the Collateral or (ii) any Security Instrument shall at any time and for any reason cease to create the Lien on the Property purported to be subject to such agreement in accordance with the terms of such agreement, or cease to be in full force and effect, or shall be contested by the Borrower, any Guarantor or any of their respective Subsidiaries;
