GRIEVANCE PROCEDURE 19.1 A grievance is defined as a dispute between an Employee(s) or the Union on behalf of such Employee(s) with respect to the interpretation or application of any terms or conditions specified in this Agreement. All grievances must be processed in accordance with the procedure set forth in below. All potential grievances must be initially raised within fourteen (14) calendar days of the time the employee became aware of event(s) that precipitated the problem. The grievance must be raised in accordance with the following procedure:
Step I: The Employee having a potential grievance must first present it to the Employee's supervisor. If the matter cannot be settled between the parties within five (5) calendar days following presentation to the supervisor, it must be processed in accordance with Step II. Step II: Within thirty (30) calendar days of the date Step I was completed, the Union on behalf of the employee must file a statement of the grievance in writing with the designated Employer representative, which shall contain the following information:
a. the facts upon which the grievance is based,
b. reference to each Article and Section of the Agreement alleged to have been violated, and
c. the remedy sought. The designated Employer representative, the grievant, and the Union Representative shall, within fourteen (14) calendar days following the filing of such written statement of grievance, meet in an attempt to resolve the grievance. The Employer shall respond in writing within thirty (30) calendar days of the meeting. Step III: Arbitration If the grievance is not settled on the basis of the foregoing procedures, and if the grievant and the Union have complied with the specific procedures, requirements and time limitations specified in Steps I and II herein, the Union may submit the issue in writing to final and binding arbitration within fourteen (14) calendar days following the written response from the meeting between the Employer and the Union representative. If the Employer and the Union are unable to agree on an impartial arbitrator, a list of eleven (11) arbitrators shall be requested from the Federal Mediation and Conciliation Service. The parties shall thereupon alternate in striking a name from the panel until one remains. The person whose name remains shall be the arbitrator. The arbitrator shall have no authority to add to, subtract from, or otherwise change or modify the provisions of this Agreement, but shall only be authorized to interpret existing provisions of this Agreement as they may apply to the specific facts of the issue in dispute. The arbitrator shall only have the authority to rule on the specific issue as defined in writing at Step II of this grievance procedure. Each party shall bear one-half (½) of the fee of the arbitrator and any other expense jointly incurred incidental to the arbitration hearing.
19.2 Time limits for processing grievances may only be extended by mutual agreement. Failure on the part of the Union to comply with the procedural requirements specified herein shall result in the matter being resolved in accordance with the Employer's position. Failure of the Employer to respond according to the timelines specified herein shall result in the grievance being automatically advanced to the next step.
Acceptance Procedures Based on the Reply Prices and Reply Amounts received by the Auction Agent prior to the applicable Auction Response Date, the Auction Agent, in consultation with the Auction Party, will determine the applicable price (the “Applicable Price”) for the Auction, which will be the lowest Reply Price for which the Auction Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Auction Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Auction Party shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Price equal to the highest Reply Price. The Auction Party shall purchase the relevant Term Loans (or the respective portions thereof) from each Lender with a Reply Price that is equal to or lower than the Applicable Price (“Qualifying Bids”) at the Applicable Price; provided that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Auction Party shall purchase such Term Loans at the Applicable Price ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Auction Agent in its discretion). If a Lender has submitted a Return Bid containing multiple bids at different Reply Prices, only the bid with the lowest Reply Price that is equal to or less than the Applicable Price will be deemed to be the Qualifying Bid of such Lender (e.g., a Reply Price of $100 with a discount to par of 1%, when compared to an Applicable Price of $100 with a 2% discount to par, will not be deemed to be a Qualifying Bid, while, however, a Reply Price of $100 with a discount to par of 2.50% would be deemed to be a Qualifying Bid). The Auction Agent shall promptly, and in any case within five Business Days following the Auction Response Date with respect to an Auction, notify (I) the Borrower of the respective Lenders’ responses to such solicitation, the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount of the Term Loans and the tranches thereof to be purchased pursuant to such Auction, (II) each participating Lender of the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount and the tranches of Term Loans to be purchased at the Applicable Price on such date, (III) each participating Lender of the aggregate principal amount and the tranches of the Term Loans of such Lender to be purchased at the Applicable Price on such date and (IV) if applicable, each participating Lender of any rounding and/or proration pursuant to the second preceding sentence. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.
