Step Five The Union can appeal the decision of the Secretary, or designee, within thirty (30) days to fact finding. When fact-finding is invoked, the Union and the Employer shall jointly request a list of seven (7) neutral fact-finders from the FMCS. The parties will meet within fifteen (15) days of receipt of the FMCS list to seek agreement on one of the listed fact-finders. This meeting may take place on the telephone. If the parties cannot agree on a fact-finder, the Employer and the Union will alternately strike one name from the list until a single name remains. A flip of the coin shall determine who shall strike the first name. The fact-finder shall resolve all questions related to the procedure. Upon mutual agreement of the parties, threshold issues may be resolved prior to the parties proceeding with the substantive issues involved in the case. The cost of the fact-finder shall be shared equally by the parties.
Level Five i. If the grievant is not satisfied with the disposition of the grievance at Level Four, the Association may submit the grievance to advisory arbitration not later than fifteen (15) school days after receipt of the decision by the Board. ii. Within ten (10) school days after such submission for arbitration, the Board and the Association shall attempt to agree upon a mutually acceptable arbitrator. If the parties are unable to agree upon an arbitrator, either shall request the Public Employment Relations Commission to appoint an arbitrator. iii. The arbitrator shall confer with the representative of the Board and of the Association and shall proceed with a hearing and submit a written report in the shortest possible time setting forth his findings of fact, reasoning and conclusions on the issues submitted. The arbitrator shall be without power or authority to make any decision, which requires the commission of an act prohibited by law or which is violative of the terms of the Agreement. The decision of the arbitrator shall be advisory only to the Board and the Association. iv. The costs for the services of the arbitrator, including per diem expenses and actual necessary travel, subsistence expenses and the cost of the hearing room shall be borne equally by the Board and the Association. Any other expenses incurred shall be paid by the party incurring same. v. If time is lost by any teacher due to arbitration proceedings necessitating the retention of a substitute, the Board of Education will pay only the cost of the substitute; the time lost by the teacher must either be without pay or charged to personal time; however, if the arbitrator subpoenas a teacher to attend the arbitration proceedings as a witness, this teacher shall not suffer loss of pay. vi. Notwithstanding the above, the parties agree that in not more than one (1) arbitration per contract year (non-cumulative) may be submitted to an arbitrator, whose decision shall be final and binding upon both parties. The Association shall have the right to designate which arbitration shall be so binding, provided such designation is made and communicated in writing prior to the commencement of the arbitration in question. The Association's choice shall be limited to a grievance which must have reached Level Two of the grievance procedure in any contract year governed by the agreement. vii. Notwithstanding the above, the parties agree that any dispute which involves a disagreement as to whether the health insurance benefits provided employees herein are equal to or better than the health insurance benefits heretofore provided employees through the New Jersey Public and School Employees Health Benefits Plan may be submitted to an arbitrator whose decision shall be final and binding on both parties.
Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.
Excess Finance Charge Collections Any amounts remaining in the Cap Proceeds Account, the Collection Account and the Payment Reserve Account, to the extent of any Available Series 1998-3 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsection 4.9(a)(i) through (xii) of the Agreement, shall be treated as Excess Finance Charge Collections, and the Servicer shall direct the Trustee in writing on each Business Day to withdraw such amounts from the Collection Account and to first make such amounts available to pay to Securityholders of other Series to the extent of shortfalls, if any, in amounts payable to such Securityholders from Finance Charge Collections allocated to such other Series, then to pay any unpaid commercially reasonable costs and expenses of a Successor Servicer, if any, and then on each Business Day other than the Default Recognition Date, to pay to the Transferor to be treated as "Transferor Retained Finance Charge Collections," and, on each Default Recognition Date, to pay any remaining Excess Finance Charge Collections to the Transferor. Notwithstanding the foregoing, if on any Default Recognition Date the sum of the amount of Available Series 1998-3 Finance Charge Collections (including, all amounts on deposit in the Payment Reserve Account) and Transferor Retained Finance Charge Collections is less than the Series Default Amount for such Default Recognition Date, the Servicer shall apply amounts deposited in the Accumulation Period Reserve Account pursuant to subsection 4.9(a)(xi) of the Agreement and the Spread Account pursuant to subsection 4.9(a)(viii) of the Agreement during the then current Monthly Period in accordance with subsection 4.9(a)(iii) of the Agreement to the extent of such shortfall.
Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.