Payments Security and Allocations Clause Samples
Payments Security and Allocations
Collections and Allocations (a) The Servicer shall direct any agent or administrative agent for any Loan Asset to remit all cash Collections with respect to such Loan Asset, and, if applicable, to direct the Obligor with respect to such Loan Asset to remit all cash Collections with respect to such Loan Asset directly to the Collection Account and all other Collections as directed by the Collateral Agent. The Borrower and the Servicer shall take commercially reasonable steps to ensure that only funds constituting cash Collections relating to Loan Assets shall be deposited into the Collection Account (b) The Servicer shall promptly identify any Collections received as being on account of Interest Collections, Principal Collections or other Available Collections and shall transfer, or cause to be transferred, all Available Collections received directly by it to the Collection Account by the close of business two Business Days after such Collections are received. Upon the transfer of Available Collections to the Collection Account, the Servicer shall segregate Principal Collections and Interest Collections and direct the Account Bank to transfer the same to the Principal Collection Subaccount and the Interest Collection Subaccount, respectively. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Principal Collection Subaccount and the Interest Collection Subaccount on each Reporting Date in the Servicing Report delivered pursuant to Section 6.08(b). (c) On the Cut-Off Date with respect to any Loan Asset, the Servicer will deposit into the Collection Account all Available Collections received in respect of Eligible Loan Assets being transferred to and included as part of the Collateral Portfolio on such date. (d) With the prior written consent of the Administrative Agent (a copy of which will be provided by the Servicer to the Collateral Agent and the Account Bank), (i) prior to any Notice of Exclusive Control, the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts, or (ii) from and after any Notice of Exclusive Control, the Servicer may request the Administrative Agent to, and the Administrative Agent shall, withdraw from the Collection Account and deliver to the Servicer any deposits thereto constituting Excluded Amounts, in each case, if the Servicer has, prior to such withdrawal and consent or request and consent, as applicable, delivered to the Administrative Agent and each Lender Agent a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent. (e) Prior to any Notice of Exclusive Control, the Servicer shall, pursuant to written instruction (which may be in the form of standing instructions), direct the Collateral Agent (and the Collateral Agent shall direct the Account Bank) to invest, or cause the investment of, funds on deposit in the Collection Account in Permitted Investments, from the date of this Agreement until the Collection Date. Absent any such written instruction, such funds shall not be invested. A Permitted Investment acquired with funds deposited in the Collection Account shall mature not later than the Business Day immediately preceding any Payment Date, and shall not be sold or disposed of prior to its maturity, unless the Servicer determines in its good faith commercial judgment that there is substantial risk of material deterioration of such Permitted Investment. All such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., each dated the Closing Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower and the Servicer and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest earned on deposits in the Collection Account shall be distributed in accordance with the provisions of Article II hereof. In the event the Borrower or Servicer direct the funds to be invested in investments which are not Permitted Investments, the Borrower shall deposit in the Collection Account (with respect to investments made hereunder of funds held therein), as the case may be, an amount equal to the amount of any actual loss incurred, in respect of any such investment, immediately upon realization of such loss. None of the Account Bank, the Collateral Agent, the Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment, or lack of investment, of funds held in the Collection Account, other than with respect to fraud or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. The parties hereto acknowledge that the Collateral Agent or the Account Bank or any of their respective Affiliates may receive compensation with respect to the Permitted Investments. (f) Until the Collection Date, neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in Section 2.04, this Section 2.19, and Section 2.20.
Distributions and Allocations (i) Subject to Section 8.6(c), the Redeeming Partner shall have no right to receive any distributions that are paid after the Specified Redemption Date with respect to any Partnership Units redeemed pursuant to this Section 8.6. (ii) If any Partnership Interest is redeemed (other than pursuant to Section 8.6(c)) on any day other than the first day of a Fiscal Year, then Profit, Losses, each item thereof and all other items attributable to such Partnership Interest for such Fiscal Year shall be divided and allocated to the Redeeming Partner by taking into account the Redeeming Partner’s ownership of such Partnership Interest during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration period, in which event Profits, Losses, each item thereof and all other items attributable to such redeemed Partnership Interest for such Fiscal Year shall be prorated based upon the applicable method selected by the General Partner).
Eligibility and Allocation The allocations outlined in paragraphs b) and c) above, will be provided on the first day of each school year, subject to the restrictions outlined in d)i-vi below. i. A Teacher is eligible for the full allocation of sick leave and STLDP regardless of start date of employment or date of return to work from any leave other than sick leave, WSIB or LTD. ii. All allocations of sick leave and STLDP shall be pro-rated based on FTE at the start of the school year. Any changes in FTE during a school year shall result in an adjustment to allocations. iii. Where a Teacher is accessing sick leave, STLDP, WSIB or LTD in a school year and the absence due to the same illness or injury continues into the following school year, the Teacher will continue to access any unused sick leave days or STLDP days from the previous school year’s allocation. Access to the new allocation provided as per paragraphs b) and c) for a recurrence of the same illness or injury will not be provided to the Teacher until the Teacher has completed eleven (11) consecutive working days at their full FTE without absence due to illness. iv. Where a Teacher is accessing STLDP, WSIB, or LTD in the current school year as a result of an absence due to the same illness or injury that continued from the previous school year and has returned to work at less than their FTE, the Teacher will continue to access any unused sick leave days or STLDP days from the previous school year’s allocation. In the event that the Teacher exhausts their STLDP allotment and continues to work part-time their salary will be reduced accordingly and a new prorated sick leave and STLDP allocation will be provided. Any absences during the working portion of the day will not result in a loss of salary or further reduction in the previous year’s sick leave allocation, but will instead be deducted from the new allocation once provided. v. A partial sick leave day or short-term disability day will be deducted for an absence of a partial day. vi. Where a permanent Teacher is not receiving benefits from another source and is working less than their full FTE in the course of a graduated return to work as the Teacher recovers from an illness or injury, the Teacher may use any unused sick/short-term disability allocation remaining, if any, for the Teacher’s FTE that the Teacher is unable to work due to illness or injury.
PAY AND ALLOWANCES 8.1 The regular rate of pay for each position in the bargaining unit shall remain as provided in the Salary Schedule found in Appendix A of this Agreement. 8.2 All employees in the bargaining unit shall be paid once per month. Checks will normally be delivered on the last working day of the month except if the normal pay date falls on a holiday the paycheck shall be issued on the preceding workday. 8.3 Any payroll error resulting in insufficient payment for an employee shall be corrected and a supplemental check issued not later than five (5) working days after the employee provides notice to the payroll department. 8.4 Any paycheck for an employee which is lost, or not delivered within five (5) days if mailed, shall be replaced as soon as practicable following the employees' notification to the payroll department of the check's disappearance. 8.5 Any employee who receives a change to a higher classification shall be placed on the appropriate range and step of the new classification which will insure at least a five (5) percent increase in pay as a result of the change in classification when step and range allows. 8.6 Any employee in the bargaining unit required to use his/her vehicle on District business shall be reimbursed at the rate approved by IRS per mile for all miles driven on behalf of the District. 8.7 Longevity schedule shall be as follows: 10 years of service, $25.00 monthly; 15 years of service, $35.00 monthly; 20 years of service $45.00 monthly; 25 years of service, $55.00 monthly; and 30 years of service at $65.00 per month shall be paid. 8.8 Employees working normally only on days when school is in session shall have their salaries computed on the number of paid days, including vacation and holidays, and paid in ten (10) equal payments unless otherwise requested by the employee. Days worked in excess shall be compensated at the regular or overtime rate whichever is applicable. 8.9 Any employee in the bargaining unit who, as a result of work assignment, must have meals or lodging away from the District shall be reimbursed for the full cost of the meals or be provided meals by the District. The guidelines for meals and lodging shall be based upon Board Policy #3350 and Regulation 3350. 8.10 The District will pay the agreed upon contribution to PERS for all classified regular employees working 20 hours per week or more. 8.11 Should the cost of the total PERS payment on behalf of covered employees in the classified service exceed 18.00% in any year, covered employees will pay any amount in excess of 18.00% not to exceed a total of 7.0%. Employees hired after July 1, 2011, shall pay the full employee share of PERS (seven percent – 7.0%). 8.12 Designation of 10, 11, and 12 Month Employees: Ten (10) month employees work either 149, 166, 180, 186, 190, 193, or 195 contract workdays. Eleven (11) month employees work either 200 or 205 contract workdays. Twelve (12) month employees work 260 contract workdays. 8.13 In any year where the work year consists of 261 possible workdays for twelve month employees, the work calendar for those employees shall be modified so that there totals only 260 days. One day shall be considered a non-work, non-paid day to be taken with the approval of the immediate supervisor. 8.14 The salary schedule for classified employees shall be increased by two percent (2%) effective July 1, 2018. In addition, an off-schedule bonus in the amount of three percent (3%) will be paid on the adjusted 2018/2019 salary schedule. Payment for the 2018-2019 year will be paid by June 30, 2019. One percent (1.0%) of the above referenced off-schedule bonus is in consideration for two (2) Professional Development Days added to the 2019-2020 work year. All employees will receive two (2) additional workdays at their normal rate of pay. This is clarified below: 12 month employees - 262 paid workdays at their normal rate of pay 11 month employees - 2 additional workdays at their normal rate of pay 10 month employees - 2 additional workdays at their normal rate of pay 8.15 The District shall provide a one percent (1.0%) off-schedule payment each year that the instructional calendar calls for 181 days of student instruction. 8.16 The salary schedule for classified employees shall be increased by three percent (3%) effective July 1, 2021. In addition, a one-time off schedule payment of $2,000 for employees whose contracted hours are 5 hours or more per day. Employees whose contracted hours are less than 5 hours per day shall receive a one-time payment of $1,000.00.
Application and Allocation of Payments (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.