Common use of Labor Matters Clause in Contracts

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has Law, except as could not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted SubsidiariesParty, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that in each case which could individually or in the aggregate could be reasonably be expected to have result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which could, individually or in the aggregate could aggregate, be reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

Labor Matters. There are no strikesExcept as disclosed on Schedule 4.12 hereto, lockouts, slowdowns neither Brekford nor any of its Subsidiaries is party to any collective bargaining agreement or other labor disputes against agreement with any Loan Party union or labor organization and no union or labor organization has been recognized by Brekford or any Restricted of its Subsidiaries as an exclusive bargaining representative for employees of Brekford or any of its Subsidiaries. Except as disclosed on Schedule 4.12 hereto, there is no current union representation question involving employees of Brekford or any of Brekford’s Subsidiaries, nor does Brekford have knowledge of any significant activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Neither Brekford nor any of its Subsidiaries has made any commitment not in collective bargaining agreements listed on Schedule 4.12 hereto that would require the application of the terms of any collective bargaining agreements entered into by Brekford or any of its Subsidiaries to the Company, Novume, or any Subsidiary thereof or joint venture of either the Company or Novume. Except as disclosed on Schedule 4.12 hereto, (i) there is no material active arbitration under any collective bargaining agreement involving Brekford or any of its Subsidiaries, (ii) there is no material unfair labor practice, grievance, employment discrimination or other labor or employment related charge, complaint or claim against Brekford or any of its Subsidiaries pending before any court, arbitrator, mediator or governmental agency or tribunal, or threatened, (iii) there is no material strike, picketing or work stoppage by, or any lockout of, employees of Brekford or its Subsidiaries pending or, to Brekford’s knowledge, threatened, against or involving Brekford or any of its Subsidiaries, (iv) there is no significant active arbitration under any collective bargaining agreement involving Brekford or any of its Subsidiaries regarding the knowledge employer’s right to move work from one location or entity to another, or to consolidate work locations, or involving other similar restrictions on business operations, and (v) there is no material proceeding, claim, suit, action or, to Brekford’s knowledge, governmental investigation pending or, to Brekford’s knowledge, threatened, in respect of which any Loan Partydirector, threatened that individually officer, employee or agent of Brekford or any of its Subsidiaries is or may be entitled to claim indemnification from Brekford or any Brekford Subsidiary pursuant to their respective charters or bylaws or as provided in the aggregate indemnification agreements, if any, listed on Schedule 4.12 hereto. For purposes of this Section 4.12, “material” refers to any liability which could reasonably be expected to have a Material Adverse Effectexceed $100,000. The hours worked by A true, correct and payments complete copy has been made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except available to the extent that any such violation could not individually Company of each current or last, in the aggregate reasonably be expected case where there is no current, expired collective bargaining agreement to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party Brekford or any of its Subsidiaries is a part or under which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Brekford or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effecthas obligations.

Labor Matters. There As of the Closing Date, there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof of its Subsidiaries pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that individually strikes, lockouts or in the aggregate could slowdowns would not reasonably be expected to have result in a Material Adverse EffectAffect. The hours worked by and payments made to employees of any of the Loan Parties comply with and any of their Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could set forth on Schedule 3.06(a) or except to the extent that such liability would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiariesor any Subsidiary thereof, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesSubsidiary thereof, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyParty or such Subsidiary. There Except as set forth on Schedule 3.14, as of the Closing Date no Loan Party nor any Subsidiary thereof is a party to or bound by any material collective bargaining agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the Closing Date, there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary thereof has made a pending demand in writing for recognition that individually or in recognition. As of the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaintsClosing Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries Subsidiary thereof is bound to the extent that individually or in the aggregate could such would be reasonably be expected to have result in a Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Labor Matters. There As of the Effective Date, there are no strikes, lockouts, slowdowns strikes or lockouts or any other material labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Partythe Borrower, threatened that threatened. Except as could not, individually or in the aggregate could aggregate, reasonably be expected to have result in a Material Adverse Effect. The , (a) the hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment matters, and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party the Borrower or any of its Restricted Subsidiaries, Subsidiary on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary. There are is no representation proceedings organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Board, and no by any labor organization union or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or employees, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no complaintsrepresentation proceedings pending or, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges to the knowledge of the Borrower or any other claims Subsidiary, threatened with the National Mediation Board, and no labor organization or complaints against any Loan Party group of employees of the Borrower or any Restricted Subsidiary has made a pending demand for recognition, except those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no material complaints or charges against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party the Borrower or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (i) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in threatened; (ii) the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act (where applicable) and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No matters; (iii) no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Law; and (iv) all payments due from any Loan Party and its Restricted SubsidiariesParty, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth on Schedule 5.18, as of the Closing Date, no Loan Party is a party to or bound by any collective bargaining agreement. As of the Closing Date, there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which would individually or in the aggregate could reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against Neither the Texas Company nor any Loan Party of its ------------- Subsidiaries is the subject of any material proceeding asserting that it or any Restricted Subsidiary thereof of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization nor is there pending or, to the knowledge of any Loan Partythe Texas Company, threatened that individually in writing, nor has there been for the past five years, any labor strike, dispute, walkout, work stoppage, slow-down or in lockout involving the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Texas Company or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or Subsidiaries, except in the aggregate could reasonably be expected to have a Material Adverse Effect. Except each case as could not reasonably be expected to havewould not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Texas Company. Additionally, all payments due from except as disclosed in Section 4.23 of the Texas Company Disclosure Schedule, (a) neither the Texas Company nor any Loan Party and of its Restricted SubsidiariesSubsidiaries is a party to any collective bargaining agreement, or for which any claim may be made (b) there is no unfair labor practice complaint against any Loan Party the Texas Company or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary Subsidiaries pending or, to the knowledge of any Loan Partythe Texas Company, threatened to be filed with before the National Labor Relations Board that would, if adversely determined against the Texas Company or any Governmental Authority of its Subsidiaries, have a material adverse effect on the Texas Company, (c) there is no labor strike or arbitrator based onorganized slow down or stoppage actually pending or, arising out of, in connection with, or otherwise relating to the employment or termination knowledge of employment of any employee of any Loan Party the Texas Company, threatened against the Texas Company or any of its Subsidiaries which involves the employees of the Texas Company or any of its Subsidiaries and which would have a material adverse effect on the Texas Company, (d) no private agreement restricts the Texas Company or any of its Subsidiaries from relocating, closing or terminating any of its operations or facilities, and (e) except for plant closings or layoffs that, individually or in the aggregate aggregate, would not have a material adverse effect on the Texas Company, neither the Texas Company nor any of its Subsidiaries has implemented any plant closing or layoff of employees that could reasonably be expected to have a Material Adverse Effect. The consummation require notification under the Worker Adjustment Retraining and Notification Act of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party 1988, as amended, or any of its Restricted Subsidiaries is bound that individually similar state or in local Law or regulation and no such layoffs will be implemented before the aggregate could reasonably be expected to have a Material Adverse EffectEffective Time.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against Neither the Delaware Company nor any Loan Party of ------------- its Subsidiaries is the subject of any material proceeding asserting that it or any Restricted Subsidiary thereof of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization nor is there pending or, to the knowledge of any Loan Partythe Delaware Company, threatened that individually in writing, nor has there been for the past five years, any labor strike, dispute, walkout, work stoppage, slow-down or in lockout involving the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Delaware Company or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or Subsidiaries, except in the aggregate could reasonably be expected to have a Material Adverse Effect. Except each case as could not reasonably be expected to havewould not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Delaware Company. Additionally, all payments due from except as disclosed in Section 3.21 of the Delaware Company Disclosure Schedule, (a) neither the Delaware Company nor any Loan Party and of its Restricted SubsidiariesSubsidiaries is a party to any collective bargaining agreement, or for which any claim may be made (b) there is no unfair labor practice complaint against any Loan Party the Delaware Company or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary Subsidiaries pending or, to the knowledge of any Loan Partythe Delaware Company, threatened to be filed with before the National Labor Relations Board that would, if adversely determined against the Delaware Company or any Governmental Authority of its Subsidiaries, have a material adverse effect on the Delaware Company, (c) there is no labor strike or arbitrator based onorganized slow down or stoppage actually pending or, arising out of, in connection with, or otherwise relating to the employment or termination knowledge of employment of any employee of any Loan Party the Delaware Company, threatened against the Delaware Company or any of its Subsidiaries which involves the employees of the Delaware Company or any of its Subsidiaries and which would have a material adverse effect on the Delaware Company, (d) no private agreement restricts the Delaware Company or any of its Subsidiaries from relocating, closing or terminating any of its operations or facilities, and (e) except for plant closings or layoffs that, individually or in the aggregate aggregate, would not have a material adverse effect on the Delaware Company, neither the Delaware Company nor any of its Subsidiaries has implemented any plant closing or layoff of employees that could reasonably be expected to have a Material Adverse Effect. The consummation require notification under the Worker Adjustment Retraining and Notification Act of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party 1988, as amended, or any of its Restricted Subsidiaries is bound that individually similar state or in local Law or regulation and no such layoffs will be implemented before the aggregate could reasonably be expected to have a Material Adverse EffectEffective Time.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Americas Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. The hours worked by by, and payments made to employees of of, the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, provincial, territorial, municipal, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Americas Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state federal, state, provincial, local or foreign Law that has not been satisfied that individually or dealing with such matters that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Americas Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyParty except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no Loan Party or any Americas Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Americas Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Americas Subsidiaries which individually or that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Americas Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Neither the Company nor any of its Subsidiaries is a party to any labor agreement with respect to its employees with any labor organization, union, group or association, and there are no strikesemployee unions (nor any other similar labor or employee organizations) under local statutes, lockouts, slowdowns custom or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made practice which pertain to employees of the Loan Parties comply with Company or its Subsidiaries. Neither the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or Company nor any of its Restricted Subsidiaries has incurred experienced any liability attempt by organized labor or obligation under its representatives to make it conform to demands of organized labor relating to its employees or to enter into a binding agreement with organized labor that would cover the Worker Adjustment and Retraining Notification Act employees of the Company or similar state Law that has not been satisfied that individually its Subsidiaries. There is no labor strike or in labor disturbance pending or threatened against the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually Company or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which nor is any claim may be made against any Loan Party or grievance currently being asserted, and neither the Company nor any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and Subsidiaries has experienced a work stoppage or other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Boardlabor difficulty, and no labor organization or group of employees of is not and has not engaged in any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge practice. The Company and each of any Loan Party, threatened to be filed its Subsidiaries is in compliance in all material respects with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise all applicable Laws relating to the employment or termination of employment labor, including but not limited to wages, hours and collective bargaining. Without limiting the foregoing, the Company and each of any its Subsidiaries are in compliance with the Immigration Reform and Control Act of 1986 and maintain a current Form I-9, as required by such act, in the personnel file of each employee of any Loan Party or hired after November 9, 1986. Neither the Company nor any of its Subsidiaries which individually has received any notice of a sex, age, race, disability, gender or in religious discrimination claim brought or threatened to be brought against the aggregate could reasonably be Company or its Subsidiaries. A schedule of the names and current annual salary rates or current hourly wages of all present employees of the Company and its Subsidiaries whose annual cash compensation for the 2002 calendar year is expected to have a Material Adverse Effectexceed $75,000 and the earnings for each such employee as reflected on Form W-2 for the 2001 calendar year has been provided to Buyer. The consummation No employee of the transactions contemplated by the Financing Agreements will not give rise to any right of termination Company or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition or proprietary rights agreement, between such employee and any other Person that individually in any way adversely affects or in will affect the aggregate could reasonably be expected to have a Material Adverse Effectperformance of his or her duties as an employee of the Company, its Subsidiaries or Buyer.

Labor Matters. There In each instance set forth in this Section 5.1.16, except for those matters which are not reasonably likely to result in a Material Adverse Change, (a) there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in threatened, (b) the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, provincial, territorial, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No matters, (c).no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to haveLaw, individually or in the aggregate, a Material Adverse Effect, (d) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There , (e) except as set forth on Schedule 5.1.16, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement, (f) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There recognition, (g) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority Official Body or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in Subsidiaries, and (h) the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikesNeither the Company nor any of its Subsidiaries is a party to, lockoutsor bound by, slowdowns any collective bargaining agreement, contract or other agreement or understanding with a labor disputes against union or labor organization. To the Knowledge of the Company, neither the Company nor any Loan Party of its Subsidiaries is the subject of any proceeding asserting that it or any Restricted Subsidiary thereof has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment. There is no strike, work stoppage, lock-out or other similar labor dispute involving it or any of its Subsidiaries pending or, to the knowledge Knowledge of any Loan Partythe Company, threatened; and no employee grievance pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. The Company and each Subsidiary is in compliance with all applicable Laws, agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate could would not reasonably be expected to have a Company Material Adverse Effect. The hours worked by Company and payments made its Subsidiaries have complied in all material respects with their payment obligations to all employees of the Loan Parties comply with Company and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any Company policy, practice, agreement, plan, program or any Law. The Company and its Subsidiaries are not liable for any severance pay or other payments to any employee or former employee arising from the Fair Labor Standards Act and termination of employment under any other applicable federalbenefit or severance policy, statepractice, local agreement, plan, or foreign Law dealing with such matters except to program of the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Company or any of its Restricted Subsidiaries, nor to the Knowledge of the Company will the Company or any of its Subsidiaries has incurred have any liability which exists or obligation arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of the Transactions. The Company and its Subsidiaries are in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or1988 ("WARN"), to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any extent applicable. Each employee of any Loan Party the Company or any of its Subsidiaries has signed an agreement with respect to confidentiality, nonsolicitation and assignment of inventions with the Company or such Subsidiary, which individually or agreements are each in the aggregate could reasonably be expected form heretofore provided to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectParent.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Americas/Foreign Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. The hours worked by by, and payments made to employees of of, the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, provincial, territorial, municipal, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Americas/Foreign Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state federal, state, provincial, local or foreign Law that has not been satisfied that individually or dealing with such matters that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Americas/Foreign Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyParty except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 5.18, as of the Effective Date, no Loan Party or any Americas/Foreign Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Americas/Foreign Subsidiary has made a pending demand for recognition that individually or that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Americas/Foreign Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Americas/Foreign Subsidiaries which individually or that, in the aggregate any case, could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Americas/Foreign Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are Except as set forth on Disclosure Schedule 3.7: (a) no strikes, lockouts, slowdowns work stoppages or other material labor disputes against any Loan Party exist, are pending, or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan PartyBorrower, threatened that individually or threatened, against any Borrower, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The ; (b) hours worked by and payments payment made to employees of the Loan Parties each Borrower to such Borrower’s knowledge, comply with the Fair Labor Standards Act and any other applicable each federal, state, local or foreign Law dealing with law applicable to such matters except to the extent that any such violation noncompliance could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party ; (c) there is no organizing activity involving any Borrower pending or, to any Borrower’s knowledge, threatened by any labor union or any group of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or employees, that, in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There ; (d) there are no representation proceedings pending or, to any Loan PartyBorrower’s knowledge, threatened to be filed with the National Labor Relations Mediation Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary Borrower has made a pending demand for recognition that individually or recognition, that, in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. There ; and (e) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary Borrower pending or, to the knowledge of any Loan PartyBorrower’s knowledge, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Borrower of any employee of any Loan Party or any of its Subsidiaries which individually or individual, that, in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any Disclosure Schedule 3.7 sets forth each domestic collective bargaining agreement to which any Loan Party Borrower is a party or to which any Borrower is otherwise bound, and the Borrowers have delivered true and complete copies of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected all such agreements to have a Material Adverse EffectAdministrative Agent.

Labor Matters. There (a) Other than the Employer Entities, no MEB Group Entity has any employees or any Liabilities with respect to any former employees. No Employer Entity is a party to any collective bargaining agreement or other labor union contract applicable to Acquired Business Employees, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect any Employer Entity; (b) there are no controversies, strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof work stoppages pending or, to the knowledge of any Loan PartySeller’s Knowledge, threatened that individually between any Employer Entity and any of their respective employees, and no Employer Entity has experienced any such controversy, strike, slowdown or in work stoppage within the aggregate could reasonably be expected past three years; (c) no Employer Entity has materially breached or otherwise failed to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act provisions of any collective bargaining or union contract, and there are no material grievances outstanding against any other Employer Entity under any such agreement or contract; (d) there are no unfair labor practice complaints pending against any Employer Entity before any Governmental Authority or any current union representation questions involving employees of any Employer Entity; (e) each Employer Entity is materially in compliance with all applicable federal, state, local or foreign Law dealing with such matters except Laws relating to the extent that employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Acquired Business Employees and is not liable for any such violation could not individually arrears of wages, Taxes, penalties or in the aggregate reasonably be expected other sums for failure to have a Material Adverse Effect. No Loan Party or comply with any of its Restricted Subsidiaries the foregoing; (f) each Employer Entity has incurred any liability paid in full to all their respective employees or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or adequately accrued for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability PRC GAAP, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on the books behalf of such Loan Party. There are employees; (g) there is no representation proceedings claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, or threatened before any Governmental Authority with respect to any Loan Party’s knowledgePerson who is or has been an Acquired Business Employee within the past three years; (h) no Employer Entity is a party to, threatened or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to be filed employees or employment practices; (i) there is no charge or proceeding with the National Labor Relations Board, and no labor organization or group of employees respect to a violation of any Loan Party occupational safety or any Restricted Subsidiary health standard that has made a pending demand for recognition that individually been asserted or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary is now pending or, to the knowledge of any Loan PartySeller’s Knowledge, threatened with respect to be filed with any Employer Entity; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Seller’s Knowledge, threatened before any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or jurisdiction in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Employer Entity has employed or currently employs any Person. No Employer Entity has misclassified an Acquired Business Employee as a non-employee with respect to Tax withholding or provision of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbenefits.

Labor Matters. There are no strikesNeither the Company nor any of its Subsidiaries is party to, lockoutsbound by, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have process of negotiating a Material Adverse Effectcollective bargaining agreement, work rules or practices or similar labor-related agreement with any labor union, labor organization or works council. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with Except for such matters except to the extent that any such violation could which have not individually had or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all payments due from (i) as of the date hereof, there are no pending strikes or lockouts with respect to any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party employees of the Company or any of its Restricted Subsidiaries (“Employees”), (ii) to the Knowledge of the Company, as of the date hereof, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are (iii) there is no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice chargespractice, grievances, arbitrations, unfair employment practices charges labor dispute or any other claims or complaints against any Loan Party or any Restricted Subsidiary labor arbitration proceeding pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened to be filed with against the Company or any Governmental Authority or arbitrator based onof its Subsidiaries, arising out of(iv) as of the date hereof, in connection withthere is no slowdown, or otherwise relating work stoppage pending or, to the Company’s Knowledge, threatened with respect to Employees, and (v) the Company and its Subsidiaries are in compliance with all applicable Laws respecting employment or termination and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Except for such matters which have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has any employee liabilities under the Worker Adjustment and Retraining Act of any Loan Party 1998. Except for such matters which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each individual who renders or has rendered services to the Company or any of its Subsidiaries which individually and who is not or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated has not been classified by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Company or any of its Restricted Subsidiaries is bound as an employee and paid on one of their respective payrolls has, to the Company’s Knowledge, at all times been properly characterized as to his or her relationship to the Company or any of its Subsidiaries to the extent that individually or any erroneous classification would not reasonably be anticipated to result in the aggregate could reasonably be expected failure to have satisfy any qualification requirement with respect to any Company Benefit Plan, a Material Adverse Effectviolation of ERISA, the imposition of penalties or excise taxes with respect to any Company Benefit Plan, or result in any other liability to the Company or any of its Subsidiaries.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could threatened. Except as would not reasonably be expected to have result in a Material Adverse Effect. The , the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Restricted Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 6.18 no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could Subsidiaries, except as would not reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the Closing Date, there are no strikes, lockouts, slowdowns strikes or lockouts or any other material labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Partythe Borrower, threatened that threatened. Except as could not, individually or in the aggregate could aggregate, reasonably be expected to have result in a Material Adverse Effect. The , (a) the hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment matters, and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party the Borrower or any of its Restricted Subsidiaries, Subsidiary on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary. There are is no representation proceedings organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Board, and no by any labor organization union or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or employees, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no complaintsrepresentation proceedings pending or, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges to the knowledge of the Borrower or any other claims Subsidiary, threatened with the National Mediation Board, and no labor organization or complaints against any Loan Party group of employees of the Borrower or any Restricted Subsidiary has made a pending demand for recognition, except those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no material complaints or charges against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party the Borrower or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made based on hours worked to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such wage and hour matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has except where such incurrence could not been satisfied that reasonably be expected, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.18, no Loan Party or any Restricted Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement which constitutes a Material Contract, bonus plan, restricted stock plan, stock option plan, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. There Except as would not reasonably be expected to have a Material Adverse Effect, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectRestricted Subsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents on the Restatement Effective Date will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as set forth in Section 3.20 of the Disclosure Schedule, (a) the Seller is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Seller in connection with the Business, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Business, (b) there are no controversies, strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof work stoppages pending or, to the knowledge Knowledge of the Seller, threatened between the Seller and any of its employees employed in connection with the Business, and the Seller has not experienced any such controversy, strike, slowdown or work stoppage within the past three years, (c) the Seller has not breached or otherwise failed to comply in any material respect with the provisions of any Loan Partycollective bargaining or union contract applicable to employees employed in connection with the Business, threatened that individually and there are no grievances outstanding against the Seller under any such agreement or contract which could result in any material liability, (d) there are no unfair labor practice complaints pending against the aggregate Seller before the National Labor Relations Board or any other Governmental Authority which could reasonably result in any material liability, (e) the Seller is currently in compliance in all material respects with all applicable Laws relating to the employment of labor with respect to the Business, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be expected to have a Material Adverse Effect. The hours worked by withheld from current and payments made to former employees of the Loan Parties Seller employed in connection with the Business and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries the foregoing, (f) the Seller has incurred any liability paid in full to all of the current and former employees of the Seller employed in connection with the Business or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or adequately accrued for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability all wages, salaries, commissions, bonuses, benefits and other compensation due to or on the books behalf of such Loan Party. There are employees, (g) there is no representation proceedings pending ormaterial claim with respect to payment of wages, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization salary or group of employees of any Loan Party overtime pay that has been asserted or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary is now pending or, to the knowledge Knowledge of any Loan Partythe Seller, threatened to be filed with against the Seller before any Governmental Authority with respect to any Persons currently or arbitrator based on, arising out of, formerly employed by the Seller in connection with the Business, (h) the Seller is not a party to, or otherwise bound by, any consent decree with, or otherwise citation by, any Governmental Authority relating to employees or employment practices relating to the Business, (i) there is no charge or proceeding with respect to a material violation of any occupational safety or health standard that has been asserted or is now pending or, to the Knowledge of the Seller, threatened with respect to the Seller relating to the Business and (j) there is no charge of discrimination in employment or termination employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Knowledge of employment of any employee of any Loan Party the Seller, threatened before the United States Equal Employment Opportunity Commission, or any of its Subsidiaries other Governmental Authority in any jurisdiction in which individually the Seller has employed or currently employs any Person in connection with the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectBusiness.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, (i) there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in threatened, (ii) the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (iii) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. No Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law in excess of $500,000 in the aggregate at any one time which remains unpaid or unsatisfied. Except as set forth on Schedule 6.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which which, individually or in the aggregate could aggregate, would reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the First Amendment Effective Date, there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that individually strikes, lockouts or in the aggregate could slowdowns would not reasonably be expected to have result in a Material Adverse EffectAEffect. The hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could for Disclosed Matters and to the extent that such liability would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, all payments due from any Loan Party and its Restricted SubsidiariesParty, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There As of the First Amendment Effective Date, there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in recognition. As of the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaintsFirst Amendment Effective Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound to the extent that individually or in the aggregate could such would be reasonably be expected to have result in a Material Adverse Effect.

Labor Matters. There are no strikesNeither the Company nor any of the Subsidiaries is engaged in any unfair labor practice; except for matters which would not, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could aggregate, be reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are (i) there is (A) no representation proceedings unfair labor practice complaint pending or, to any Loan Partythe Company’s knowledge, threatened to be filed with against the Company or any of the Subsidiaries before the National Labor Relations Board, and no labor organization grievance or group arbitration proceeding arising out of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary under collective bargaining agreements is pending or, to the knowledge of any Loan PartyCompany’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to against the employment or termination of employment of any employee of any Loan Party Company or any of its the Subsidiaries which individually and (C) no union representation dispute currently existing concerning the employees of the Company or any of the Subsidiaries; (ii) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries; and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination in the aggregate could hiring, promotion or pay of employees, any applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), or the WARN Act’s state, foreign or local equivalent, or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”), or the rules and regulations promulgated thereunder concerning the employees of the Company or any of the Subsidiaries; the Company and each Subsidiary is in compliance with all presently applicable provisions of ERISA, except where such non-compliance would not be reasonably be expected to have result in a Material Adverse Effect. The consummation ; no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) to which the Company or any Subsidiary contributes or which the Company or any Subsidiary maintains; the Company and each Subsidiary has not incurred and does not expect to incur liability under (x) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (y) Sections 412 or 4971 of the transactions contemplated by Internal Revenue Code of 1986, as amended, including the Financing Agreements will not give rise to any right of termination or right of renegotiation on regulations and published interpretations thereunder (the part of any union under any collective bargaining agreement to “Code”); and each “pension plan” for which any Loan Party the Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of its Restricted Subsidiaries the Code is bound that individually so qualified and nothing has occurred, whether by action or in by failure to act, which would cause the aggregate could reasonably be expected to have a Material Adverse Effectloss of such qualification.

Labor Matters. There are no strikesExcept as set forth on Schedule 5.14, lockoutsand except as would not, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state(i) there is no unfair labor practice charge or complaint or Litigation pending or, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or Company’s Knowledge, threatened in writing against the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Company or any of its Restricted Subsidiaries Subsidiary; (ii) there is no labor dispute, slowdown, strike, lockout, work stoppage or other collective labor action actually pending or, to the Company’s Knowledge, threatened in writing, against or affecting the Company or any Subsidiary; (iii) there has incurred any liability been no “mass layoff” or obligation under “plant closing” covered by the Worker Adjustment and Retraining Notification (WARN) Act or any applicable state or local law concerning mass layoffs and/or plant closures within the last year with respect to which the Company or a Subsidiary, as applicable, has not given the notice required by, or otherwise complied with, the WARN Act or similar state Law that or local law; (iv) no labor grievance, nor any arbitration proceeding arising out of or under collective bargaining agreements to which the Company or any Subsidiary is a party, is pending or, to the Company’s Knowledge, threatened in writing; and (v) there are no administrative charges or court complaints or Litigation against the Company or any Subsidiary concerning alleged employment discrimination or other employment-related matters pending or, to the Company’s Knowledge, threatened in writing before the U.S. Equal Employment Opportunity Commission or any other Governmental Entity. The Company has not no Knowledge of any actual activity or proceeding of any labor organization (or representative thereof) to organize any unorganized employees of the Company or any Subsidiary or of any such activity or proceeding which has been satisfied that individually or threatened in the aggregate could reasonably be expected to have a Material Adverse Effectwriting. Except as could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and the Subsidiaries are in compliance with all payments due from any Loan Party applicable collective bargaining agreements and its Restricted Subsidiariesall applicable Laws relating to employment and employment practices, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee occupational health and welfare insurance safety, pay equity, wages, hours and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books terms and conditions of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectemployment.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that threatened. Except as would not reasonably be expected to result, individually or in the aggregate could reasonably be expected to have aggregate, in a Material Adverse Effect. The , the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or nor any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 6.18 no Loan Party nor any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that recognition. Except as would not reasonably be expected to result, individually or in the aggregate could reasonably be expected to have aggregate, in a Material Adverse Effect. There , there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as set forth on Schedule 3.16, there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof controversies pending or, to the knowledge of any Loan Partythe Company, threatened that individually or in between the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Company or any of its Restricted Subsidiaries and any of their respective employees, which controversies are reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries is involved in or threatened with any material labor dispute, grievance or litigation or investigation by a governmental agency relating to wages, labor, safety or discrimination matters involving any person employed by the Company or any of its Subsidiaries, including, without limitation, charges of unfair labor practices or discrimination complaints except for any such dispute, grievance, litigation or investigation that would not be reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has incurred engaged in any liability unfair labor practices within the meaning of the National Labor Relations Act or obligation under similar such legislation of foreign jurisdictions in a manner that would be reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as set forth in Schedule 3.16, neither the Company nor any of its Subsidiaries is presently a party to, or bound by, any collective bargaining agreement or union contract with respect to any persons employed by the Company or any of its Subsidiaries, and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any knowledge of any current or pending strikes, slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries, and there have been no such strikes, slowdowns, work stoppages or lockouts within the past three years. The Company and each of its Subsidiaries is in compliance in all material respects with all laws, regulations and orders relating to wages, the Occupational Safety and Health Act, workers' compensation and the Worker Adjustment and Retraining Notification Act or similar state Law that has such legislation of foreign jurisdictions, except where the failure to be in compliance would not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in material adverse effect on the aggregate, a Material Adverse Effect, all payments due from any Loan Party Company and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP Subsidiaries taken as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectwhole.

Labor Matters. There As of the Effective Date, there are no strikes, lockouts, lockouts or slowdowns or any other labor disputes against any Loan Party Holdings, the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of Holdings, the Borrower or any Loan PartySubsidiary, threatened that individually have resulted in, or in the aggregate could reasonably be expected to have result in, a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation have resulted in, or could not individually or in the aggregate reasonably be expected to have result in, a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from Holdings, the Borrower or any Loan Party and its Restricted SubsidiariesSubsidiary, or for which any claim may be made against any Loan Party Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of Holdings, the Borrower or such Loan PartySubsidiary except to the extent the failure to do so could not reasonably result in a Material Adverse Effect. There are is no representation proceedings organizing activity involving Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings, the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Board, and no by any labor organization union or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or employees, except those that, in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect. There are no complaintsrepresentation proceedings pending or, unfair labor practice chargesto the knowledge of Holdings, grievances, arbitrations, unfair employment practices charges the Borrower or any other claims Subsidiary, threatened with the National Mediation Board, and no labor organization or complaints against any Loan Party group of employees of Holdings, the Borrower or any Restricted Subsidiary has made a pending demand for recognition, except those that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There are no material complaints or charges against Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings, the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Holdings, the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikesAs of the date of this Agreement, lockouts, slowdowns Section 3.19 of the Cedar Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor disputes against union contracts applicable to any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Cedar or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in Cedar Subsidiaries. To the aggregate could reasonably be expected to have a Material Adverse Effect. Except Knowledge of Cedar, as could not reasonably be expected to haveof the date of this Agreement, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party Cedar or any Restricted Cedar Subsidiary has made a pending demand for recognition that or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of Cedar, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving Cedar or any Cedar Subsidiary. None of Cedar or any of the Cedar Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of Cedar or any of the Cedar Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate could aggregate, have not had and would not reasonably be expected to have a Cedar Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges written grievances or any other claims or written complaints against any Loan Party or any Restricted Subsidiary pending outstanding or, to the knowledge Knowledge of any Loan PartyCedar, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which that individually or in the aggregate could aggregate, has had or would reasonably be expected to have a Cedar Material Adverse Effect. The Cedar has made available to Pine true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of Cedar or any Cedar Subsidiary (the “Cedar CBAs”). Except as otherwise set forth in the Cedar CBAs, neither Cedar nor any Cedar Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the Financing Agreements will not give rise to implementation of any right of termination layoff, redundancy, severance or right of renegotiation on the similar program within its or their respective workforces (or any part of them) or (b) has any union under express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectCedar Benefit Plan.

Labor Matters. There are no strikesNeither the Company nor any of its Subsidiaries is party to, lockoutsbound by, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have process of negotiating a Material Adverse Effectcollective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union, labor organization or works council. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with Except for such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all payments due from (i) there are no strikes or lockouts with respect to any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party employees of the Company or any of its Restricted Subsidiaries (“Employees”), (ii) to the Company’s Knowledge, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are (iii) there is no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice chargespractice, labor dispute (other than routine individual grievances, arbitrations, unfair employment practices charges ) or any other claims or complaints against any Loan Party or any Restricted Subsidiary labor arbitration proceeding pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened against the Company or any of its Subsidiaries, (iv) there is no slowdown, or work stoppage in effect or, to be filed the Company’s Knowledge, threatened with any Governmental Authority or arbitrator based onrespect to Employees and (v) the Company and its Subsidiaries are, arising out ofto the Company’s Knowledge, in connection withcompliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Except for such matters that would not reasonably be expected to have, individually or otherwise relating in the aggregate, a Company Material Adverse Effect, to the employment Company’s Knowledge, neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1998. Each individual who renders or termination of employment of any employee of any Loan Party has rendered services to the Company or any of its Subsidiaries which individually and who is not or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated has not been classified by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Company or any of its Restricted Subsidiaries is bound as an employee and paid on one of their respective payrolls has, to the Company’s Knowledge, at all times been properly characterized as to his or her relationship to the Company or any of its Subsidiaries to the extent that individually any erroneous classification would not reasonably be anticipated to result in the failure to satisfy any qualification requirement with respect to any Company Benefit Plan, a violation of ERISA, the imposition of penalties or excise taxes with respect to any Company Benefit Plan, or in any other liability to the aggregate could reasonably be expected to have a Material Adverse EffectCompany or any of its Subsidiaries.

Labor Matters. There are no strikes, lockouts, slowdowns FENB is in compliance in all material respects with all applicable federal and California or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending orapplicable Law respecting employment and employment practices, to the knowledge terms and conditions of any Loan Partyemployment and wages and hour, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that (i) has not been satisfied that individually or and is not engaged in the aggregate could reasonably be expected to have a Material Adverse Effect. Except any unfair labor practice as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with determined by the National Labor Relations Board, and Board with respect to any employee within the NLRB’s jurisdiction (“NLRB”); (ii) no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice chargescharge or complaint against FENB is pending before the NLRB; (iii) there is no labor strike, grievancesslowdown, arbitrations, unfair employment practices charges stoppage or material labor dispute pending or to the Knowledge of FENB threatened against or involving FENB; (iv) to the Knowledge of FENB no representation question exists respecting the employees of FENB and any labor union; (v) no collective bargaining agreement is currently being negotiated by FENB is not and has not been a party to a collective bargaining agreement; (vi) FENB is not experiencing and has not experienced any material labor difficulty during the last three years; (vii) no grievance or arbitration proceeding is pending or to the Knowledge of FENB currently threatened; (viii) FENB has no Equal Employment Opportunity Commission or any other Governmental Entity charges or other claims of employment discrimination pending or complaints to their Knowledge currently threatened against it; (ix) FENB has no wage and hour claim or investigation pending before or by any Loan Party Governmental Entity, and to the Knowledge of FENB no such claim or investigation has been threatened; (x) FENB has not had any occupation health and safety claims against it; (xi) FENB is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the “Immigration Laws”); and (xii) there has been no “mass layoff” or “plant closing” by FENB as defined in the Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state law equivalent, or any Restricted Subsidiary pending or, other mass layoff that would trigger notice pursuant to WARN or state law equivalent within 90 days prior to the knowledge Effective Date. FENB has never been the subject of any Loan Partyinspection or investigation relating to its compliance with or violation of the Immigration Laws, threatened to be filed with any Governmental Authority or arbitrator based onnor has it been warned, arising out of, in connection with, fined or otherwise relating penalized by reason of any such failure to comply with the Immigration Laws, nor to the employment Knowledge of FENB is any such proceeding pending or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened.

Labor Matters. There Except as set forth in Section 3.15 of the Disclosure Schedule, (a) no TSIC Entity is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by any TSIC Entity, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect any TSIC Entity; (b) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof work stoppages pending or, to the knowledge Knowledge of the Sellers, threatened between any TSIC Entity and any of their respective employees, and no TSIC Entity has experienced any such strike, slowdown or work stoppage within the past three years; (c) no TSIC Entity has breached or otherwise failed to comply with the provisions of any Loan Partycollective bargaining or union Contract, threatened that individually and there are no grievances outstanding against any TSIC Entity under any such agreement or in the aggregate could reasonably be expected to Contract which would have a Material Adverse Effect. The hours worked by and payments made to ; (d) there are no unfair labor practice complaints pending against any TSIC Entity before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of any TSIC Entity which would have a Material Adverse Effect; (e) each TSIC Entity is currently in compliance with all applicable Laws relating to the Loan Parties comply with employment of labor, including those related to wages, hours, collective bargaining and the Fair Labor Standards Act payment and any withholding of taxes and other applicable federalsums as required by the appropriate Governmental Authority, state, local or foreign Law dealing with such matters except to the extent that any such violation could non-compliance would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party , and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of any TSIC Entity and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) each TSIC Entity has paid in full to all its Restricted Subsidiaries has incurred any liability respective employees or obligation under the Worker Adjustment adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and Retraining Notification Act other compensation due to or similar state Law on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by any TSIC Entity, except as would not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, ; (h) no TSIC Entity is a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiariesparty to, or for which otherwise bound by, any claim may be made against consent decree with, or citation by, any Loan Party Governmental Authority relating to employees or any of its Restricted Subsidiariesemployment practices, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP except as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to would not have a Material Adverse Effect. There are ; (i) there is no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges charge or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, proceeding with respect to the knowledge a violation of any Loan Partyoccupational safety or health standard that has been asserted or is now pending or threatened with respect to any TSIC Entity, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to except as would not have a Material Adverse Effect. The consummation ; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the transactions contemplated by the Financing Agreements will not give rise to United States Equal Employment Opportunity Commission, or any right of termination or right of renegotiation on the part of other Governmental Authority in any union under any collective bargaining agreement to jurisdiction in which any Loan Party TSIC Entity has employed or currently employs any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to Person, except as would not have a Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns (a) Except as set forth on Schedule 3.19(a) and except as may result from the permitted announcement of the execution of this Agreement: (i) the Seller is not a party to any collective bargaining agreement or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending orunion contract applicable to persons employed by the Sky Division and currently, to the knowledge Seller's Knowledge, there are no organizational campaigns, petitions or other unionization activities seeking recognition of any Loan Party, threatened that individually or in the aggregate a collective bargaining unit which could reasonably be expected to have a Seller Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There ; (ii) there are no representation proceedings pending orcontroversies, to any Loan Party’s knowledgestrikes, threatened to be filed with the National Labor Relations Board, and no labor organization slowdowns or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary work stoppages pending or, to the knowledge Seller's Knowledge, threatened between the Sky Division and any of its respective employees, and the Sky Division has not experienced any such controversy, strike, slowdown or work stoppage within the past twelve months; (iii) the Sky Division has not breached or otherwise failed to comply with the provisions of any Loan Partycollective bargaining or union contract and there are no grievances outstanding against the Sky Division under any such agreement or contract which could have a Seller Material Adverse Effect; (iv) to the Seller's Knowledge, threatened to be filed with there are no unfair labor practice complaints pending against the Sky Division before the National Labor Relations Board or any other Governmental Authority or arbitrator based on, arising out of, involving employees of the Sky Division; (v) the Sky Division is currently in connection with, or otherwise compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or termination are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of employment the Sky Division and are not liable for any material arrears of wages, taxes, penalties or other sums for failure to comply with any employee of any Loan Party the foregoing, and (vi) to the Seller's Knowledge, there are no pending charges of discrimination with the Equal Employment Opportunity Commission, or any of its Subsidiaries such charges which individually or in have been dismissed within the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation previous 90 days, involving employees of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSky Division.

Labor Matters. There are no strikesExcept for such matters which would not have individually or in the aggregate, lockoutsa Parent Material Adverse Effect, slowdowns neither Parent nor any of its subsidiaries has received written notice during the past two years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or other labor disputes against any Loan Party workplace safety and insurance/workers compensation laws to conduct an investigation of Parent or any Restricted Subsidiary thereof pending orof its subsidiaries and, to the knowledge of any Loan PartyParent, threatened that individually or no such investigation is in the aggregate could reasonably be expected to have a Material Adverse Effectprogress. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with Except for such matters except to the extent that any such violation could which would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all payments due from (i) there are no (and have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party employees of Parent or any of its Restricted Subsidiariessubsidiaries (“Parent Employees”), on account (ii) to the knowledge of wages Parent, there is no (and employee health and welfare insurance and other benefits, have has not been paid during the two year period preceding the date hereof) union organizing effort pending or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party against Parent or any Restricted Subsidiary of its subsidiaries, (iii) there is no (and has made a pending demand for recognition that individually or in not been during the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, two year period preceding the date hereof) unfair labor practice chargespractice, labor dispute (other than routine individual grievances, arbitrations, unfair employment practices charges ) or any other claims or complaints against any Loan Party or any Restricted Subsidiary labor arbitration proceeding pending or, to the knowledge of any Loan PartyParent, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party against Parent or any of its Subsidiaries which subsidiaries, (iv) there is no (and has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent Employees, and (v) Parent and its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither Parent nor any of its subsidiaries has any liabilities under the WARN Act and the regulations promulgated thereunder or any similar state or local law as a result of any action taken by Parent that would have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its subsidiaries is a party to any collective bargaining agreements. Except as would not have, individually or in the aggregate a Parent Material Adverse Effect, all individuals that have been or that are classified by Parent as independent contractors have been and are correctly so classified, and none of such individuals could reasonably be expected to have a Material Adverse Effect. The consummation classified as an employee of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectParent.

Labor Matters. There Except as could not reasonably be expected to result in a Material Adverse Effect, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge Knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply in all material respects with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that which could, individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledgeKnowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate recognition. Except as could not reasonably be expected to have result in a Material Adverse Effect. There , there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge Knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the Effective Date, there are no strikes, lockouts, lockouts or slowdowns or any other labor disputes against any Loan Party Holdings, the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of Holdings, the Borrower or any Loan PartySubsidiary, threatened that individually have resulted in, or in the aggregate could reasonably be expected to have result in, a Material Adverse EffectAffect. The hours worked by and payments made to employees of Holdings, the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually have resulted in, or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregateresult in, a Material Adverse Effect, all Affect. All payments due from Holdings, the Borrower or any Loan Party and its Restricted SubsidiariesSubsidiary, or for which any claim may be made against any Loan Party Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of Holdings, the Borrower or such Loan PartySubsidiary except to the extent the failure to do so could not reasonably result in a Material Adverse Effect. There are is no representation proceedings organizing activity involving Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings, the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Board, and no by any labor organization union or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or employees, except those that, in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect. There are no complaintsrepresentation proceedings pending or, unfair labor practice chargesto the knowledge of Holdings, grievances, arbitrations, unfair employment practices charges the Borrower or any other claims Subsidiary, threatened with the National Mediation Board, and no labor organization or complaints against any Loan Party group of employees of Holdings, the Borrower or any Restricted Subsidiary has made a pending demand for recognition, except those that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There are no material complaints or charges against Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings, the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Holdings, the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikesEach of the Company and its Subsidiaries is in material compliance with all applicable Laws of the United States, lockouts, slowdowns or other labor disputes against of any Loan Party state or local government or any Restricted Subsidiary subdivision thereof or of any foreign government respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including without limitation the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, plant closure or mass or group layoff or separation issues, affirmative action, workers’ compensation, employee benefits, severance payments, COBRA, labor relations, collective bargaining, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. Except as specifically identified on Section 3.13 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any labor union or collective bargaining agreement. There is no unfair labor practice charge pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except which if determined adversely to the extent that any such violation could not individually Company or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, all payments due from there are no organizational campaigns, petitions or other activities or proceedings of any Loan Party and its Restricted Subsidiarieslabor union, workers’ council or for which any claim may be made against any Loan Party labor organization (a) seeking to represent employees of the Company or any of its Restricted SubsidiariesSubsidiaries or recognition by the Company or any of its Subsidiaries as the representative of a collective bargaining unit with respect to any of the employees of the Company or any of its Subsidiaries or (b) compelling the Company or any of its Subsidiaries to bargain with any such labor union, on account of wages and employee health and welfare insurance and other benefits, have been paid works council or properly accrued in accordance with GAAP as a liability on the books of such Loan Partylabor organization. There are no representation proceedings pending ormaterial strikes, to any Loan Party’s knowledgeslowdowns, threatened to be filed with the National Labor Relations Boardwalkouts, and no labor organization work stoppages or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary labor-related controversies pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened to be filed with any Governmental Authority or arbitrator based onthreatened, arising out of, in connection with, or otherwise relating to and neither the employment or termination of employment of any employee of any Loan Party or Company nor any of its Subsidiaries which individually has experienced any such strike, slowdown, walkout, work stoppage or in other labor-related controversy within the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectpast three (3) years.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties and the Restricted Subsidiaries comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyParty or Restricted Subsidiary. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Labor Matters. There As of the Restatement Date, there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that individually strikes, lockouts or in the aggregate could slowdowns would not reasonably be expected to have result in a Material Adverse EffectAEffect. The hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could for Disclosed Matters and to the extent that such liability would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, all payments due from any Loan Party and its Restricted SubsidiariesParty, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth on Schedule 5.14, as of the Restatement Date no Loan Party nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the Restatement Date, there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in recognition. As of the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaintsRestatement Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound to the extent that individually or in the aggregate could such would be reasonably be expected to have result in a Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (a) Except as could not reasonably be expected to haveas, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party has not had and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could would not reasonably be expected to have a Company Material Adverse Effect. There are no complaints, neither the Company nor any of its Subsidiaries is the subject of any litigation asserting that the Company or any of its Subsidiaries has committed an unfair labor practice charges, grievances, arbitrations, unfair (within the meaning of the National Labor Relations Act or comparable Applicable Law) or other violation of Applicable Law covering labor and employment practices charges or Contracts of employment or working conditions or seeking to compel the Company or any of its Subsidiaries to bargain with any labor organization, trade union, works council or other claims employee representative as to wages or complaints against any Loan Party conditions of employment and, to the Knowledge of the Company, no such litigation has been threatened or is anticipated. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), there is no strike, slowdown, lockout or other job Action or labor or industrial relations dispute involving the Company or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge Knowledge of any Loan Partythe Company, threatened threatened, and there has been no such Action or dispute in the past five (5) years. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating material to the employment or termination Company and its Subsidiaries (taken as a whole), to the Knowledge of employment the Company, there are no current activities by employees of any employee of any Loan Party the Company or any of its Subsidiaries which or any labor organization, trade union, works council or other employee representative to organize or certify a collective bargaining unit to gain recognition or bargaining rights or to engage in any other union organization activity with respect to the workforce of the Company or any of its Subsidiaries, nor, to the Knowledge of the Company, are any such activities threatened and, to the Knowledge of the Company, there have been no such activities in the past five (5) years. Except as, individually or in the aggregate could aggregate, has not been and would not reasonably be expected to have be material to the Company and its Subsidiaries (taken as a Material Adverse Effect. The whole), consummation of the transactions Company Merger or any other transaction contemplated by this Agreement shall not require the Financing Agreements will not give rise consent of, consultation with or advance notification to, in each case as required by any Collective Bargaining Agreement or Applicable Law, any labor organization, trade union, works councils or other employee representative with respect to any right employees of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Company or any of its Restricted Subsidiaries. Section 3.13(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, complete and correct list of all material Collective Bargaining Agreements to which the Company or any of its Subsidiaries is bound that individually or in a party and the aggregate could reasonably be expected Company has made available to have a Material Adverse EffectParent true, complete and correct copies of each such Collective Bargaining Agreement prior to the date of this Agreement.

Labor Matters. There Except as set forth in Schedule 3.17, within the last five (5) years Percon and its subsidiaries have not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with its business. Except to the extent set forth in Schedule 3.17, (a) Percon and its subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (b) there are no strikes, lockouts, slowdowns unfair labor practice charges or other labor disputes complaints against any Loan Party or any Restricted Subsidiary thereof Percon and its subsidiaries pending or, to the knowledge of any Loan PartyPercon's knowledge, threatened that individually would have a Material Adverse Effect; (c) there is no labor strike, slowdown or in stoppage actually pending or, to Percon's knowledge, threatened against or affecting Percon and its subsidiaries nor, to Percon's knowledge, any secondary boycott with respect to products of Percon and its subsidiaries; (d) Percon is not aware of any question concerning representation or, to Percon's knowledge, threats respecting the aggregate could employees of Percon and its subsidiaries; (e) no grievance that may reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees , nor any arbitration proceeding arising out of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent under collective bargaining agreement that any such violation could not individually or in the aggregate may reasonably be expected to have a Material Adverse Effect, is pending and no such claim therefor exists; and (f) there are no administrative charges or court complaints against Percon and its subsidiaries concerning alleged employment discrimination or other employment related matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any other governmental entity. No Loan Party or Except as set forth on Schedule 3.17, neither Percon nor any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have subsidiaries is a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, party to any Loan Party’s knowledgelabor agreement, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party agreement, union contract or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectother similar agreement.

Labor Matters. There As of the Effective Date and as of the Restatement Effective Date, there are no strikes, lockouts, slowdowns strikes or lockouts or any other material labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Partythe Borrower, threatened that threatened. Except as could not, individually or in the aggregate could aggregate, reasonably be expected to have result in a Material Adverse Effect. The , (a) the hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment matters, and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party the Borrower or any of its Restricted Subsidiaries, Subsidiary on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary. There are is no representation proceedings organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Board, and no by any labor organization union or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or employees, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no complaintsrepresentation proceedings pending or, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges to the knowledge of the Borrower or any other claims Subsidiary, threatened with the National Mediation Board, and no labor organization or complaints against any Loan Party group of employees of the Borrower or any Restricted Subsidiary has made a pending demand for recognition, except those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no material complaints or charges against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party the Borrower or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikesAs of the date of this Agreement, lockouts, slowdowns Section 3.19 of the CenturyLink Disclosure Letter sets forth a true and complete list of all collective bargaining or other labor disputes against union contracts applicable to any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party CenturyLink or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in CenturyLink Subsidiaries. To the aggregate could reasonably be expected to have a Material Adverse Effect. Except Knowledge of CenturyLink, as could not reasonably be expected to haveof the date of this Agreement, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party CenturyLink or any Restricted CenturyLink Subsidiary has made a pending demand for recognition that or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of CenturyLink, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving CenturyLink or any CenturyLink Subsidiary. None of CenturyLink or any of the CenturyLink Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of CenturyLink or any of the CenturyLink Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate could aggregate, have not had and would not reasonably be expected to have a CenturyLink Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges written grievances or any other claims or written complaints against any Loan Party or any Restricted Subsidiary pending outstanding or, to the knowledge Knowledge of any Loan PartyCenturyLink, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which that individually or in the aggregate could aggregate, has had or would reasonably be expected to have a CenturyLink Material Adverse Effect. The CenturyLink has made available to Qwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of CenturyLink or any CenturyLink Subsidiary (the “CenturyLink CBAs”). Except as otherwise set forth in the CenturyLink CBAs, neither CenturyLink nor any CenturyLink Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the Financing Agreements will not give rise to implementation of any right of termination layoff, redundancy, severance or right of renegotiation on the similar program within its or their respective workforces (or any part of them) or (b) has any union under express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectCenturyLink Benefit Plan.

Labor Matters. There As of the Second ARCA Effective Date, there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof Wireline Company pending or, to the knowledge of any Loan Partythe Borrower, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with Wireline Companies have not violated the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters matters, except to the extent that any such violation could where it would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party As of the Second ARCA Effective Date, there is no organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of its Restricted Subsidiaries has incurred the Borrower or any liability Subsidiary, threatened by any labor union or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or group of employees, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to haveAs of the Second ARCA Effective Date, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There there are no representation proceedings pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Mediation Board, and no labor organization or group of employees of any Loan Party the Borrower or any Restricted Subsidiary has made a pending demand for recognition that individually or recognition, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges against the Borrower or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by Transactions and the Financing Agreements Directories Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to by which any Loan Party or any of its Restricted Subsidiaries Wireline Company is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor disputes against union or labor organization. As of the date of this Agreement, neither the Company nor any Loan Party of its Subsidiaries is the subject of any material proceeding that seeks to organize any employees or to compel the Company or any Restricted Subsidiary thereof of its Subsidiaries to bargain with any labor union or labor organization nor is there pending or, to the knowledge of the Company, threatened, nor has there been for the past three years, any Loan Partylabor strike, threatened that individually dispute, walk-out, work stoppage, labor picketing, slow-down or in lockout involving the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Company or any of its Restricted Subsidiaries has incurred any liability or obligation under Subsidiaries. To the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in knowledge of the aggregate could reasonably be expected Company, there are no organizational efforts with respect to have the formation of a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in collective bargaining unit presently being made involving employees of the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party Company or any of its Restricted Subsidiaries. The Company has previously made available to Parent correct and complete copies of all labor and collective bargaining agreements, on account Contracts or other agreements or understandings with a labor union or labor organization to which the Company or any of wages its Subsidiaries is party or by which any of them are otherwise bound (collectively, the “Company Labor Agreements”). The consummation of the Merger and employee health and welfare insurance and the other benefits, have been paid transactions contemplated by this Agreement will not entitle any third party (including any labor union or properly accrued in accordance with GAAP as a liability on labor organization) to any payments under any of the books of such Loan PartyCompany Labor Agreements. There are is no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary charge pending or, to the knowledge of any Loan Partythe Company, threatened to be filed with before the National Labor Relations Board or any Governmental Authority other labor relations tribunal or arbitrator based on, arising out of, authority alleging unlawful discrimination in connection with, employment practices or otherwise relating to any unfair labor practice by the employment or termination of employment of any employee of any Loan Party Company or any of its Subsidiaries which individually which, if determined adversely to the Company or in the aggregate could its Subsidiaries, would reasonably be expected likely to have a Company Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will Except as would not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected likely to have a Company Material Adverse Effect, each individual who is classified by the Company as an “employee” or as an “independent contractor” is properly so classified, and each Employee has been properly classified as an “exempt” or “non-exempt” employee under applicable Law.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary of their Subsidiaries thereof pending or, to the knowledge of any Loan Party, threatened that threatened. Except as could not reasonably be expected, individually or in the aggregate could reasonably be expected aggregate, to have a Material Adverse Effect. The , (i) the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No matters, (ii) no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to haveLaw, individually or in the aggregate, a Material Adverse Effect, (iii) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There , (iv) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, (v) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There recognition, (vi) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in Subsidiaries, and (vii) the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as set forth in the Disclosure Statement or for events that occur after the date hereof which are disclosed in writing by the Sellers to Purchaser, (a) there is no strikeslabor strike, lockoutsdispute, slowdowns slowdown, work stoppage or other labor disputes against any Loan Party or any Restricted Subsidiary thereof lockout pending or, to the knowledge of any Loan PartySellers, threatened that individually against or in affecting the aggregate could reasonably be expected Selling Entities, and during the past three years, there has not been any such action; (b) to have Sellers' knowledge, there are no union claims or petitions to represent the employees of the Selling Entities; (c) none of the Selling Entities are a Material Adverse Effect. The hours worked party to or bound by and payments made any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Loan Parties comply Selling Entities; (d) none of the employees of the Selling Entities are represented by any labor organization and none of the Sellers have any knowledge of any current union organizing activities among the employees of the Selling Entities, nor to their knowledge does any question concerning representation exist concerning such employees; (e) the Selling Entities are, and have at all times been, in material compliance with the Fair Labor Standards Act all applicable employment laws and any other applicable federalpractices, stateincluding, local or foreign Law dealing with such matters except to the extent that without limitation, any such violation could not individually or in the aggregate reasonably be expected laws relating to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment employment discrimination, occupational safety and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are unfair labor practices; (f) there is no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges charge or any other claims or complaints complaint against any Loan Party or any Restricted Subsidiary the Selling Entities pending or, to the best knowledge of any Loan PartySellers, threatened before the National Labor Relations Board or any charges or complaints, or facts which could give rise to be filed a charge or complaint, pending or threatened with any Governmental Authority Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitrator based on, arbitration proceeding arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement or other grievance procedure pending relating to which any Loan Party or the Selling Entities; (h) none of the Selling Entities are delinquent in payments to any of its Restricted Subsidiaries employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the Closing or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the employees of the Selling Entities after the Closing, none of the Selling Entities will be liable to any of its employees for severance pay; (j) the employment of each of the Selling Entities employees is bound that terminable at will without cost to any of the Selling Entities except for payments required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Selling Entities has any right to be rehired by any of the Selling Entities prior to the Selling Entities hiring a person not previously employed by any of the Selling Entities; and (l) the Disclosure Statement contains a true and complete list of all employees who are employed by the Selling Entities as of the date hereof, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Plans, Welfare Plans and Employee Benefit Plans), dates of employment and positions. Except as disclosed on the Disclosure Statement, none of the Selling Entities owes any past or present employee any sum in excess of $5,000 individually or and $20,000 in the aggregate could reasonably be expected other than for accrued wages or salaries for the current payroll period, and amounts payable under Plans, Welfare Plans or Employee Benefit Plans. Except as disclosed on the Disclosure Statement, no employee owes any sum to have a Material Adverse Effectany of the Selling Entities in excess of $5,000, and all employees together do not owe the Selling Entities in excess of $20,000.

Labor Matters. There Except as set forth in Section 3.19 of the Disclosure Schedule, (a) the Companies and the Washington Entities are in compliance in all material respects with all Laws regarding employment and employment practices, conditions of employment, wages and hours with respect to the Business, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority, and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Companies and the Washington Entities; (b) the Companies and the Washington Entities are not engaged in unfair labor practices, and there are no strikesunfair labor practice complaints or grievances pending or, lockoutsto Company’s Knowledge, slowdowns threatened against the Companies relating to employees who are employed in connection with the Business, (c) there are no claims for violations of employment or labor Laws, or age, sex, racial or other employment discrimination pending or threatened against the Companies nor the Washington Entities relating to employees of the Business, and (d) there is no labor disputes against any Loan Party strike, dispute or any Restricted Subsidiary thereof work stoppage pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened that individually against or in involving the aggregate could Companies’ or the Washington Entities’ business or at the current customer locations which may affect such business or which may interfere with its continued operation, and there has been no strike, walkout or work stoppage involving any of the employees of the Companies or the Washington Entities employed with respect to the Business or at the current customer locations during the twenty-four (24) months prior to the date of this Agreement. The Companies and the Washington Entities have not incurred, and no circumstances exist under which the Companies or Washington Entities would reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made incur, any Liability arising from the failure to pay wages (including overtime wages), from the misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the Loan Parties comply with requirements of the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law Laws. None of the Companies nor any Washington Entity has received notice of any claim that it is a joint employer or co-employer for any third party with which it has not been satisfied that individually or in contracted for labor during the aggregate could reasonably be expected to have a Material Adverse Effectlast three years. Except as could not reasonably be expected to havedisclosed in Section 3.19 of the Disclosure Schedule, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance there is no Action with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, respect to any Loan Party’s knowledgeemployment-related matters, threatened to be filed with the National Labor Relations Boardincluding payment of wages, and no labor organization salary or group of employees of any Loan Party overtime pay, that has been asserted or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary is now pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened to be filed with by or before any Governmental Authority with respect to any Persons currently or arbitrator based onformerly employed (or engaged as an independent contractor) by, arising out of, in connection or who are or were applicants for employment with, or otherwise relating to any of the employment or termination of employment of any employee of any Loan Party Companies or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectWashington Entities.

Labor Matters. There (a) Neither the Seller nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Seller or any Subsidiary, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Seller or any Subsidiary; (b) there are no controversies, strikes, lockouts, slowdowns or other labor disputes against any Loan Party work stoppages pending or, to knowledge of the Seller, threatened between the Seller or any Restricted Subsidiary thereof and any of their respective employees, and neither the Seller nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) neither the Seller nor any Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract, and there are no grievances outstanding against the Seller or any Subsidiary under any such agreement or contract which could have a Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Seller or any Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Seller or any Subsidiary which could have a Material Adverse Effect; (e) the Seller and each Subsidiary are currently in compliance in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Seller or any Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (f) the Seller and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Seller or any Subsidiary; (h) neither the Seller nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no charge or proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Seller or any Subsidiary; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s Seller's knowledge, threatened to be filed with before the National Labor Relations BoardUnited States Equal Employment Opportunity Commission, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against Governmental Authority in any Loan Party jurisdiction in which the Seller or any Restricted Subsidiary pending or, to the knowledge of has employed or currently employs any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectPerson.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 5.18 there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.18 no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the Closing Date, there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that individually strikes, lockouts or in the aggregate could slowdowns would not reasonably be expected to have result in a Material Adverse EffectAffect. The hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could for Disclosed Matters and to the extent that such liability would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, all payments due from any Loan Party and its Restricted SubsidiariesParty, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth on Schedule 5.14, as of the Closing Date no Loan Party nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the Closing Date, there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in recognition. As of the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaintsClosing Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound to the extent that individually or in the aggregate could such would be reasonably be expected to have result in a Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except where the failure to the extent that any such violation could comply would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually bound. Each Loan Party and its Subsidiaries are in material compliance with all requirements pursuant to employment standards, labor relations, health and safety, workers compensation, immigration laws and other applicable employment legislation, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Loan Parties, no officer or director of any Loan Party who is party to an employment agreement with such Loan Party is in violation of any term of any employment contract or proprietary information agreement with such Loan Party which would reasonably be expected to have a Material Adverse Effect; and to the aggregate could knowledge of the Loan Parties, the execution of the employment agreements and the continued employment by the Loan Parties of the such persons, will not result in any such violation, which would reasonably be expected to have a Material Adverse Effect.

Labor Matters. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable statutes, laws, rules, orders and regulations respecting employment, employment practices, terms, conditions and classifications of employment, employee safety and health, immigration status and wages and hours, and in each case, with respect to employees/independent contractors (i) are not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (ii) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees/independent contractors (other than routine payments to be made in the normal course of business and consistent with past practice), except, in each case, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect. There are no strikesactions, lockoutsgrievances, slowdowns investigations, suits, claims, charges or other labor disputes administrative matters pending, or, to the knowledge of the Company, threatened or reasonably anticipated against any Loan Party the Company or any Restricted Subsidiary thereof of its Subsidiaries relating to any employees/independent contractors which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. There are no pending or, to the knowledge of any Loan Partythe Company, threatened that or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers’ compensation policy or long term disability policy except as would not, individually or in the aggregate could aggregate, reasonably be expected to have a Company Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could Except as would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect, there are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened by or on behalf of any employee/independent contractor against the Company or its Subsidiaries, including charges of unfair labor practices. No Loan Party work stoppage, slowdown, lockout or labor strike against the Company or any of its Restricted Subsidiaries is pending as of the date of this Agreement, or to the knowledge of the Company threatened nor has there been any such occurrence for the past three years. Neither the Company nor any of its Subsidiaries is party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities by any labor unions to organize such employees. Within the past year, neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act WARN or any similar state Law or local law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Boardremains unsatisfied, and no labor organization terminations prior to the Closing Date shall result in unsatisfied liability or group of employees of any Loan Party obligation under WARN or any Restricted Subsidiary has made a pending demand for recognition that individually similar state or in local law. No employee/independent contractor of the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party Company or any of its Subsidiaries which individually has experienced an employment loss, as defined by the WARN Act or any similar applicable state or local law requiring notice to employees in the aggregate could reasonably be expected event of a closing or layoff, within ninety days prior to have a Material Adverse Effect. The consummation the date of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthis Agreement.

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate Except where such could not reasonably be expected to have a Material Adverse Effect. The : (a) no strikes, work stoppages, slowdowns, lockouts or other labor disputes against any of Holdings or its Subsidiaries are pending or, to any Credit Party's knowledge, threatened by or involving any employee of Holdings or its Subsidiaries, (b) hours worked by and payments payment made to employees of the Loan Parties each of Holdings and its Subsidiaries comply with the Fair Labor Standards Act and any each other applicable federal, state, local or foreign Law dealing with law applicable to such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to havematters, individually or in the aggregate, a Material Adverse Effect, (c) all payments due from any Loan Party and of Holdings or its Restricted Subsidiaries, or Subsidiaries for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Person, (d) neither Holdings nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement (provided all of such material agreements existing as of the Closing Date are set forth on Disclosure Schedule (3.7), and, if requested by Administrative Agent, true and complete copies of any agreements described on Disclosure Schedule (3.7) have been delivered to Administrative Agent on or prior to the Closing Date), (e) neither Holdings nor any of its Subsidiaries is represented by a labor organization and there are no organizing activities involving any of Holdings or its Subsidiaries pending or, to any Credit Party. There 's knowledge, threatened by any labor organization or group of employees, (f) there are no representation proceedings pending or, to any Loan Credit Party’s 's knowledge, threatened in writing to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party of Holdings or any Restricted Subsidiary its Subsidiaries has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There and (g) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party of Holdings or any Restricted Subsidiary its Subsidiaries pending or, to the knowledge of any Loan Credit Party, threatened in writing to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party Holdings or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries.

Labor Matters. There Except as disclosed on EXHIBIT 6.16, there are no strikes, lockoutswork stoppages, slowdowns labor disputes, decertification petitions, union organizing efforts or other labor disputes against any Loan Party or any Restricted Subsidiary thereof grievances pending or, to the knowledge best of any Loan PartyBorrower's knowledge threatened, threatened that individually between any Borrower or any Subsidiary and any of its employees, other than employee grievances arising in the aggregate ordinary course of business which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The hours worked by All collective bargaining agreements, labor agreements or other contracts with or affecting any employee of any Borrower or any Subsidiary necessary to continue to conduct the business operations of any Borrower or such Subsidiary are in full force and payments made effect. Except as disclosed on EXHIBIT 6.16, no Borrower or any Subsidiary has any obligation under any collective bargaining agreement or any employment agreement. Except as disclosed on EXHIBIT 6.16, to employees the best of the Loan Parties comply with the Fair Labor Standards Act and Borrowers' knowledge, there is no organizing activity pending or threatened by any other applicable federal, state, local labor union or foreign Law dealing with such matters except to the extent group of employees that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to havedisclosed on EXHIBIT 6.16, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There there are no representation proceedings pending or, to any Loan Party’s Borrower's knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There Except as disclosed on EXHIBIT 6.16, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices complaints or charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan PartyBorrower's knowledge, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Borrower of any employee of any Loan Party or any of its Subsidiaries individual which individually or in the aggregate reasonably could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Labor Matters. There Except as set forth in Schedule 3.10, there are no strikes, lockouts, slowdowns material strikes or other labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof of its Domestic Subsidiaries that are pending or, to the knowledge of any Loan PartyBorrower’s knowledge, threatened that individually or in the aggregate which could reasonably be expected to have a Material Adverse Effect. The hours Hours worked by and payments payment made to employees of the Loan Parties comply with Borrower or any of its Domestic Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation which could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party All material payments due from the Borrower or any of its Restricted Domestic Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Partythe Borrower or any of its Domestic Subsidiaries. Except as set forth in Schedule 3.10, neither the Borrower nor any of its Domestic Subsidiaries has any material obligation under any collective bargaining agreement, management agreement, or any employment agreement, and a correct and complete copy of each agreement listed on Schedule 3.10 has been provided to the Agent. There is no material organizing activity involving the Borrower or any of its Domestic Subsidiaries pending or, to the Borrower’s knowledge, threatened by any labor union or group of employees. Except as set forth in Schedule 3.5, there are no representation proceedings pending or, to any Loan Partythe Borrower’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or any similar Governmental Authority, and no labor organization or group of employees of any Loan Party the Borrower or any Restricted Subsidiary of its Domestic Subsidiaries has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There recognition, and there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges against the Borrower or any other claims of its Domestic Subsidiaries pending or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority federal, state, local or foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party by the Borrower or any of its Domestic Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to individual, which any Loan Party proceedings, demands, complaints or any of its Restricted Subsidiaries is bound that individually or in the aggregate charges could reasonably be expected to have a Material Adverse Effect.

Labor Matters. There are no strikesSection 2.16 of the Company Schedule sets forth a true and complete list of the collective bargaining agreements, lockoutsmemoranda of understanding, slowdowns letters of agreement and amendments or other modifications thereto or other labor disputes against union contracts applicable to any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to domestic employees of the Loan Parties comply Company or the Company Subsidiaries as of the date hereof. As of the date hereof, there is no strike, work stoppage or lockout by or with respect to any employee of the Fair Labor Standards Act and any other applicable federalCompany or the Company Subsidiaries, state, local or foreign Law dealing with such matters except to the extent that for any such violation could not individually strikes, work stoppages or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to havelockouts that, individually or in the aggregate, a Material Adverse Effectwould not reasonably be expected to be material. As of the date hereof, all payments due from (a) neither the Company nor any Loan Party and its Restricted Subsidiaries, Company Subsidiary has breached or for which otherwise failed to comply with any claim may be made against provision of any Loan Party collective bargaining or other labor union contract applicable to any employees of the Company or any of its Restricted Subsidiaries, on account of wages Company Subsidiary and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There (b) there are no representation proceedings pending written grievances or written complaints outstanding or, to any Loan Partythe Company’s knowledgeKnowledge, threatened to be filed with against the National Labor Relations Board, and no labor organization or group of employees of any Loan Party Company or any Restricted Company Subsidiary has made a pending demand under any such contract, except for recognition that any such breaches, failures to comply, grievances or complaints that, individually or in the aggregate could aggregate, would not reasonably be expected to be material. The Company has made available to Parent and its representatives true and complete copies of all contracts set forth in Section 2.16 of the Company Schedule, including all amendments applicable to such contracts. In addition, the Company represents that with regard to any current Section 6 negotiations, that no negotiations are in mediation sponsored by the National Mediation Board and that no group has been released to a cooling off period. Each of the Company and the Company Subsidiaries has complied with all, and is not in violation of any, laws, rules, regulations, orders, judgments and decrees that are applicable to any such entity with respect to labor and collective bargaining, except for any such failures to comply or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, an effect that is materially adverse to the knowledge business, assets, financial condition or results of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation operations of the transactions contemplated by Company and the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Company Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have taken as a Material Adverse Effectwhole.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened in writing that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply in all material respects with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any valid claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth on Schedule 5.17, as of the Third Amendment Effective Date, no Loan Party or any Restricted Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement (solely with respect to employees holding a senior executive level position or above), bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the Third Amendment Effective Date, there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or any other Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in recognition. As of the aggregate could reasonably be expected to have a Material Adverse Effect. There Third Amendment Effective Date, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened in writing to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Restricted Subsidiaries which individually except, for such complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or in the aggregate any other claims or complaints as could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except to the extent the failure to pay or accrue such payment could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectall material respects. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in all material respects in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 6.18 or otherwise disclosed to the Agent in writing from time to time, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement with a senior executive in excess of $200,000 in aggregate annual compensation, or bonus arrangement with a senior executive in excess of $200,000 in the aggregate, and, as of the Closing Date, no Loan Party or any Subsidiary is a party to or bound by any restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate recognition, except as could not reasonably be expected to have result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate Subsidiaries, except as could not reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the Effective Date, there are no strikes, lockouts, lockouts or slowdowns or any other material labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from the Borrower or any Loan Party and its Restricted SubsidiariesSubsidiary, or for which any claim may reasonably be expected to be made against any Loan Party the Borrower or any of its Restricted SubsidiariesSubsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary. There are is no representation proceedings organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Board, and no by any labor organization union or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or employees, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no complaintsrepresentation proceedings pending or, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges to the knowledge of the Borrower or any other claims Subsidiary, threatened with the National Mediation Board, and no labor organization or complaints against any Loan Party group of employees of the Borrower or any Restricted Subsidiary has made a pending demand for recognition, except those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no material complaints or charges against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party the Borrower or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary of their Subsidiaries thereof pending or, to the knowledge of any Loan Party, threatened that threatened, which, individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No matters, (ii) no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to haveLaw, individually or in the aggregate, a Material Adverse Effect, (iii) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There , (iv) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, (v) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There recognition, (vi) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in Subsidiaries, and (vii) the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements this Agreement or any other Loan Document will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Note Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Note Party, threatened that which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 5.18(1), the hours worked by and payments made to employees of the Loan Note Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except to the extent that for any such violation could not noncompliance which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. No Loan Except as set forth on Schedule 5.18(2), no Note Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Note Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesNote Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Note Party. Except as set forth on Schedule 5.18(3), no Note Party or any Subsidiary is a party to or bound by (i) any collective bargaining agreement, or (ii) management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement, in each case in this clause (ii), imposing commitments on such Note Party or Subsidiary under such agreement in excess of $3,000,000 per year. There are no representation proceedings pending or, to any Loan Note Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Note Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Note Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Note Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Note Party or any of its Subsidiaries which which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Note Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Note Party or any of its Restricted Subsidiaries is bound that individually bound. Each Note Party and its Subsidiaries are in material compliance with all requirements pursuant to employment standards, labor relations, health and safety, workers compensation and human rights laws, immigration laws and other applicable employment legislation. To the knowledge of the Note Parties, no officer or director of any Note Party who is party to an employment agreement with such Note Party is in violation of any term of any employment contract or proprietary information agreement with such Note Party; and to the aggregate could reasonably be expected knowledge of the Note Parties, the execution of the employment agreements and the continued employment by the Note Parties of the such persons, will not result in any such violation. Schedule 5.18(4) sets forth the names and titles of each officer and director of each Note Party who is party to have a Material Adverse Effectan employment agreement.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened in writing that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply in all material respects with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any valid claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth on Schedule 5.17, as of the Third Amendment Effective Date, no Loan Party or any Restricted Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement (solely with respect to employees holding a senior executive level position or above), bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the Third Amendment Effective Date, there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or any other Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in recognition. As of the aggregate could reasonably be expected to have a Material Adverse Effect. There Third Amendment Effective Date, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened in writing to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Restricted Subsidiaries which individually except, for such complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or in the aggregate any other claims or complaints as could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.bound. 5.18

Labor Matters. There are Except for matters that have been stayed as a result of the Cases, (a) no strikesAbitibi Entity is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect, lockouts, slowdowns (b) there is no unfair labor practice complaint or other labor disputes proceeding (including certification) pending against any Loan Party Abitibi Entity, or to the knowledge of ACI and Xxxxxxx, threatened against any Restricted Subsidiary thereof of them before the National Labor Relations Board or a labor board of any other jurisdiction, and no grievance or arbitration proceeding arising out of or under any applicable collective bargaining agreement is pending against any Abitibi Entity or, to the best knowledge of ACI and Xxxxxxx, threatened against any of them and there is no Abitibi Entity in violation of any applicable collective agreement, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) there is no strike or work stoppage in existence or, to the knowledge of any Loan PartyACI and Xxxxxxx, threatened that involving any Abitibi Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (d) to the knowledge of ACI and Xxxxxxx, no application for recognition, petition for certification or representation petition or union organizing activities are taking place with respect to the employees of any Abitibi Entity which either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked Effect and (e) all payments due from ACI for employee health and welfare insurance have been paid or accrued as a liability on the books of ACI and ACI has withheld and remitted all employee withholdings to be withheld or remitted by it and payments has made all employer contributions to employees be made by it (other than the payment of the Loan Parties comply with special amortization payments since the Fair Labor Standards Act Petition Date), in each case pursuant to applicable Law, including on account of the Canada Pension Plan and Québec Pension Plan maintained by the Government of Canada and the Province of Québec, respectively, employment insurance, employee income taxes, and any other applicable federalrequired payroll deduction, state, local or foreign Law dealing with such matters except where the failure to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to havedo so, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Labor Matters. There As of the Effective Date, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof its Subsidiaries pending or, to the knowledge of any Loan Partythe Lead Borrower, threatened that individually or in threatened; (b) the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by by, and payments made to to, employees of the Loan Parties comply with and their Subsidiaries are not in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No matters; (c) no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Law; and (d) all payments due from any Loan Party and or its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyParty or such Subsidiary to the extent required by GAAP. There Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect,: (A) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There recognition; (B) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in Subsidiaries; and (C) the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the Effective Date, there are no strikes, lockouts, lockouts or slowdowns or any other material labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from the Borrower or any Loan Party and its Restricted SubsidiariesSubsidiary, or for which any claim may be made against any Loan Party the Borrower or any of its Restricted SubsidiariesSubsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary. There is no organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Subsidiary, threatened by any labor union or group of employees, except those that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. There are no representation proceedings pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Mediation Board, and no labor organization or group of employees of any Loan Party the Borrower or any Restricted Subsidiary has made a pending demand for recognition that individually or recognition, except those that, in the aggregate could aggregate, would not reasonably be expected to have result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges against the Borrower or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party the Borrower or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The Except as set forth on Part (a) of Schedule 5.18, the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except to the extent that for any such violation could not noncompliance which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. No Except as set forth on Part (b) of Schedule 5.18, no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All material payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Part (c) of Schedule 5.18, no Loan Party or any Subsidiary is a party to or bound by (i) any collective bargaining agreement or (ii) any management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement which, in each case in this clause (ii), imposes commitments on such Loan Party or its Subsidiary in excess of $3,000,000 per year. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually bound. Each Loan Party and its Subsidiaries are in material compliance with all requirements pursuant to employment standards, labor relations, health and safety, workers compensation and human rights laws, immigration laws and other applicable employment legislation. To the knowledge of the Loan Parties, no officer or director of any Loan Party who is party to an employment agreement with such Loan Party is in violation of any term of any employment contract or proprietary information agreement with such Loan Party; and to the aggregate could reasonably be expected to have a Material Adverse Effectknowledge of the Loan Parties, the execution of the employment agreements and the continued employment by the Loan Parties of the such persons, will not result in any such violation.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The Except as set forth on Part (a) of Schedule 5.18, the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, provincial, local or foreign Law dealing with such matters matters, except to the extent that for any such violation could not noncompliance which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. No Except as set forth on Part (b) of Schedule 5.18, no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All material payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Part (c) of Schedule 5.18, no Loan Party or any Subsidiary is a party to or bound by (i) any collective bargaining agreement or (ii) any management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement which, in each case in this clause (ii), imposes commitments on such Loan Party or its Subsidiary in excess of $3,000,000 (or, with respect to a Canadian Loan Party or any Subsidiary thereof, $500,000) per year. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or any other Governmental Authority or arbitrator, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually bound. Each Loan Party and its Subsidiaries are in material compliance with all requirements pursuant to employment standards, labor relations, health and safety, workers compensation and human rights laws, immigration laws and other applicable employment legislation. To the knowledge of the Loan Parties, no officer or director of any Loan Party who is party to an employment agreement with such Loan Party is in violation of any term of any employment contract or proprietary information agreement with such Loan Party; and to the aggregate could reasonably be expected to have a Material Adverse Effectknowledge of the Loan Parties, the execution of the employment agreements and the continued employment by the Loan Parties of the such persons, will not result in any such violation.

Labor Matters. There As of the Amendment Effective Date, there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof Wireline Company pending or, to the knowledge of any Loan Partythe Borrower, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with Wireline Companies have not violated the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters matters, except to the extent that any such violation could where it would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party As of the Amendment Effective Date, there is no organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of its Restricted Subsidiaries has incurred the Borrower or any liability Subsidiary, threatened by any labor union or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or group of employees, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to haveAs of the Amendment Effective Date, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There there are no representation proceedings pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Mediation Board, and no labor organization or group of employees of any Loan Party the Borrower or any Restricted Subsidiary has made a pending demand for recognition that individually or recognition, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges against the Borrower or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by Transactions and the Financing Agreements Directories Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to by which any Loan Party or any of its Restricted Subsidiaries Wireline Company is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the Effective Date, there are no strikes, lockouts, slowdowns strikes or lockouts or any other material labor disputes against any Loan Party the Company or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Partythe Company, threatened that threatened. Except as could not, individually or in the aggregate could aggregate, reasonably be expected to have result in a Material Adverse Effect. The , (a) the hours worked by and payments made to employees of the Loan Parties comply with Company and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment matters, and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party the Company or any of its Restricted Subsidiaries, Subsidiary on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Company or such Loan PartySubsidiary. There are is no representation proceedings organizing activity involving the Company or any Subsidiary pending or, to the knowledge of the Company or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Board, and no by any labor organization union or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or employees, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no complaintsrepresentation proceedings pending or, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges to the knowledge of the Company or any other claims Subsidiary, threatened with the National Mediation Board, and no labor organization or complaints against any Loan Party group of employees of the Company or any Restricted Subsidiary has made a pending demand for recognition, except those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no material complaints or charges against the Company or any Subsidiary pending or, to the knowledge of the Company or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Company or any Subsidiary of any employee of any Loan Party or any of its Subsidiaries which individually or individual, except those that, in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party the Company or any of its Restricted Subsidiaries Subsidiary is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There (a) Neither the Borrower nor any Subsidiary is a party to any labor dispute and there are no strikes, lockouts, slowdowns strikes or other walkouts relating to any labor disputes against any Loan Party contracts to which the Borrower or any Restricted of its Subsidiaries is a party or is otherwise subject; (b) there is no unfair labor practice complaint pending against the Borrower or any Subsidiary thereof pending or, to the knowledge of any Loan Partythe Borrower, threatened against any of them, before the National Labor Relations Board that individually or in the aggregate could is reasonably be expected likely to have a Material Adverse Effect. The hours worked by and payments made ; (c) there is no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement pending against the Borrower or any Subsidiary or, to employees the knowledge of the Loan Parties comply with the Fair Labor Standards Act and Borrower, threatened against any other applicable federal, state, local or foreign Law dealing with such matters except to the extent of them that any such violation could not individually or in the aggregate is reasonably be expected likely to have a Material Adverse Effect. No Loan Party ; (d) no slowdown or stoppage is pending against the Borrower or any Subsidiary, or to the knowledge of its Restricted Subsidiaries has incurred the Borrower, threatened against the Borrower or any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law Subsidiary, that has not been satisfied that individually or in the aggregate could is reasonably be expected likely to have a Material Adverse Effect. Except ; (e) neither the Borrower nor any Subsidiary is engaged in any unfair labor practice that is likely to have a Material Adverse Effect; and (f) except as could not set forth in Item 6.20 of the Disclosure Schedule (none of which items disclosed therein, singly or in the aggregate, have, or may reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect), all payments due from any Loan Party and its Restricted Subsidiariesthere are no pending or threatened claims, complaints, notices, inquiries or requests for which any claim may be made against any Loan Party information received by the Borrower or any of its Restricted SubsidiariesSubsidiaries with respect to any alleged violation of, on account of wages and or potential liability under, any law relating to employee health and welfare insurance safety (including the Occupational Safety and other benefitsHealth Act, have been paid or properly accrued in accordance with GAAP as a liability on 29 U.S.C.A. Section 651 et. seq. and the books of such Loan PartyFederal Mine Safety and Health Act, 30 U.S.C.A. Section 801 et. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate seq.) which could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to result in liability for the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000 (exclusive of amounts fully covered by insurance (less any applicable deductible) and as to which individually the insurer has acknowledged its responsibility to cover) or in the aggregate which could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or result in the aggregate could reasonably be expected to have a Material Adverse Effect.

Labor Matters. There Section 7.15(a) of the Disclosure Schedule contains a list of all collective bargaining agreements to which either Seller is a party, relating to employees employed by such Seller in connection with the Business (the “Collective Bargaining Agreements”). Except as disclosed in Section 7.15(b) of the Disclosure Schedule, (a) there are no strikes, lockoutsslowdowns, slowdowns work stoppages or other labor disputes against any Loan Party or any Restricted Subsidiary thereof controversies pending or, to the knowledge of any Loan Partythe Sellers, threatened that individually or in against the aggregate Business which could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from and Sellers have not experienced any Loan Party and its Restricted Subsidiaries, or for such labor controversies which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as had a liability Material Adverse Effect on the books of such Loan Party. There Business within the past three years; (b) there are no representation proceedings arbitrations, grievances or unfair labor practice complaints pending or, to any Loan Party’s knowledgethe knowledge of the Sellers, threatened to be filed with against either Seller in respect of employees employed by such Seller in the National Labor Relations Board, Business and no labor organization or group of employees Seller is in violation of any Loan Party or provision of any Restricted Subsidiary has made a pending demand for recognition that applicable collective bargaining agreement, which, individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. There are ; (c) neither Seller is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to the employees of the Business; (d) no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges investigation or audit relating to any other claims or complaints against any Loan Party or any Restricted Subsidiary employee of the Business is pending or, to the knowledge of any Loan Partythe Sellers, threatened to which, if adversely decided, could reasonably be filed with any Governmental Authority or arbitrator based onexpected, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected aggregate, to have a Material Adverse Effect. The consummation ; and (e) except as set forth in Section 7.15(e) of the transactions contemplated Disclosure Schedule, the Sellers have not closed any plant or facility of the Business or effectuated any layoffs of employees of the Business within the past three years, nor have the Sellers planned or announced any such action for the future. All current assessments under the Workplace Safety and Insurance Act (Ontario) in relation to the Business and all of the Sellers’ contractors and subcontractors have been paid or accrued by the Financing Agreements will Sellers and the Business has not give rise been and is not subject to any right of termination additional or right of renegotiation on the part penalty assessment under such legislation which has not been paid or has been given notice of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectaudit.

Labor Matters. There Except as, individually or in the aggregate, have not had or resulted and would not be reasonably likely to have or result in a Material Adverse Effect, there are no labor strikes, lockoutslabor disputes, slowdowns slowdowns, work stoppages or other labor disputes against any Loan Party or any Restricted Subsidiary thereof lockouts pending or, to the knowledge of any Loan Partythe Company, threatened that individually or in the aggregate could reasonably be expected with respect to have a Material Adverse Effectany Employee. The hours worked by Company has previously provided to Purchaser correct and payments made complete copies of all labor and collective bargaining agreements, Contracts or other agreements or understandings with a labor union or labor organization to employees of which the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Company or any of its Restricted Subsidiaries has incurred any liability Company Subsidiary is party or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for by which any claim may be made against any Loan Party or any of its Restricted Subsidiariesthem are otherwise bound (collectively, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National "Company Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectAgreements"). The consummation of the transactions contemplated by the Financing Agreements this Agreement will not give rise entitle any third party (including any labor union or labor organization) to any right of termination or right of renegotiation on the part of any union payments under any collective bargaining agreement to which of the Company Labor Agreements, except for any Loan Party or any of its Restricted Subsidiaries is bound that such payments that, individually or in the aggregate could aggregate, would not be reasonably be expected likely to have or result in a Material Adverse Effect. Neither the Company nor any Company Subsidiary has committed any unfair labor practices, and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state agency pending or, to the knowledge of the Company, threatened, except for any such matters that, individually or in the aggregate, have not had or resulted and would not be reasonably likely to have or result in a Material Adverse Effect. There is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any Company Subsidiary has employed or currently employs any Person, except for any such matters that, individually or in the aggregate, have not had or resulted and would not be reasonably likely to have or result in a Material Adverse Effect. The Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to employment, employment practices, wages, hours, terms and conditions of employment. Each of the Company and the Company Subsidiaries is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), and all other notification and bargaining obligations arising under any Company Labor Agreement, Law or otherwise.

Labor Matters. There Except as set forth on Part (a) of Schedule 5.18 (i) there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in threatened. (ii) the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No matters, (iii) no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to haveLaw, individually or in the aggregate, a Material Adverse Effect, (iv) all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth on Part (b) of Schedule 5.18, no Loan Party or any Subsidiary is a party to or bound by any material collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. Except as set forth on Part (a) of Schedule 5.18, there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There recognition, (ii) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually except any such changes or in the aggregate could claim that should not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikesExcept as, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federalaggregate, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to havehave , individually or in the aggregate, a Material Adverse Effect: (a) there are no strikes or other labor disputes pending or, to the knowledge of Holdings or the Borrower, threatened in writing against the Borrower or any of the Subsidiaries; (b) the hours worked and payments made to employees of the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Applicable Law dealing with such matters; (c) all Persons treated as contractors by the Borrower and the Subsidiaries are properly categorized as such, and not as employees, under Applicable Law; and (d) all payments due from the Borrower or any Loan Party and its Restricted Subsidiaries, of the Subsidiaries or for which any claim may be made against any Loan Party the Borrower or any of its Restricted the Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, benefits have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary to the extent required by GAAP. There are no representation proceedings pending orExcept as, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate aggregate, could not reasonably be expected to have , individually or in the aggregate, a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by Transactions and the Financing Agreements payment of the Transaction Costs will not give rise to any a right of termination or right of renegotiation on the part of any union under any material collective bargaining agreement to which any the Borrowerany Loan Party or any of its Restricted SubsidiariesSubsidiary (or any predecessor) is a party or by which Holdings, the Borrowerany Loan Party or any of its Subsidiaries (or any predecessor) is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the First Amendment Effective Date there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Responsible Officer of any Loan Party, threatened except to the extent that individually strikes, lockouts, or in the aggregate could slowdowns would not reasonably be expected to have result in a Material Adverse Effect. The Loan Parties reasonably believe that the hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, provincial, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. Except as could for Disclosed Matters and to the extent that such liability would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, the Loan Parties reasonably believe that all payments due from any Loan Party and its Restricted SubsidiariesParty, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth in the Information Certificate or as disclosed in any filing by any Loan Party with the SEC, as of the Effective Date, no Loan Party is a party to or bound by any material collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the First Amendment Effective Date, there are no representation proceedings pending or, to the knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. The consummation of the transactions contemplated by the Financing Agreements Loan Documents (as amended on the First Amendment Effective Date) will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound to the extent that individually or in the aggregate could such would be reasonably be expected to have result in a Material Adverse Effect.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectall material respects. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in all material respects in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 6.18 or otherwise disclosed to the Agent in writing from time to time, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement with a senior executive in excess of $250,000 in aggregate annual compensation, or bonus arrangement with a senior executive in excess of $250,000 in the aggregate, and, as of the Closing Date, no Loan Party or any Subsidiary is a party to or bound by any restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate recognition, except as could not reasonably be expected to have result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate Subsidiaries, except as could not reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There As of the First Amendment Effective Date there are no strikes, lockouts, lockouts or slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Responsible Officer of any Loan Party, threatened except to the extent that individually strikes, lockouts, or in the aggregate could slowdowns would not reasonably be expected to have result in a Material Adverse Effect. The Loan Parties reasonably believe that the hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, provincial, local or foreign Law law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect. Except as could for Disclosed Matters and to the extent that such liability would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, the Loan Parties reasonably believe that all payments due from any Loan Party and its Restricted SubsidiariesParty, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth in the Information Certificate or as disclosed in any filing by any Loan Party with the SEC, as of the First Amendment Effective Date, no Loan Party is a party to or bound by any material collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the First Amendment Effective Date, there are no representation proceedings pending or, to the knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. The consummation of the transactions contemplated by the Financing Agreements Loan Documents (as amended on the First Amendment Effective Date) will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound to the extent that individually or in the aggregate could such would be reasonably be expected to have result in a Material Adverse Effect.. 106

Labor Matters. There Except to the extent a Material Adverse Effect would not reasonably be expected to result therefrom, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law except to the extent that has any such liability or obligations would not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.18, as of the Fourth Amendment Effective Date, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in recognition. Except to the aggregate could extent a Material Adverse Effect would not reasonably be expected to have a Material Adverse Effect. There result therefrom, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as set forth in Section 3.13 of the Company Disclosure Letter: (a) neither the Company nor any Company Subsidiary is a party to or bound by any contract, collective bargaining agreement or works council agreement with any labor or similar organization; (b) there are no strikes, lockouts, slowdowns pending organizational activities or other demands in writing for recognition or certification by a labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, organization seeking to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to represent employees of the Loan Parties comply with Company or any Company Subsidiary; (c) there is no pending labor dispute, strike or work stoppage against the Fair Company or Company Subsidiaries; (d) there are no charges, appeals or Actions against the Company or any Company Subsidiary pending before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Standards Act and Relations Board or any other applicable federal, state, local or foreign Law dealing with such matters except comparable Governmental Entity which are material to the extent that any such violation could not individually or in Company and the aggregate reasonably be expected to have Company Subsidiaries taken as a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except whole; (e) except as could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from neither the Company nor any Loan Party Company Subsidiary has received notice during the past year of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and its Restricted Subsidiariessafety or workplace safety and insurance/workers compensation laws to conduct an investigation of or affecting the Company or a Company Subsidiary; (f) there are no outstanding material assessments, penalties, fines, liens, charges, surcharges, or for other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance Laws which are material to the Company and the Subsidiaries taken as a whole; (g) neither the Company nor any claim may be made against Company Subsidiary has been reassessed in any Loan Party material respect under such Laws during the past year; (h) there are no claims which are reasonably likely to materially affect the accident cost experience of the Company or any of its Restricted SubsidiariesCompany Subsidiary; and (i) except as would not reasonably be expected to have, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have aggregate, a Material Adverse Effect. There , the Company and the Company Subsidiaries are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed in compliance in all material respects with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise all applicable Laws relating to the employment or termination and employment practices, occupational health and safety, pay equity, wages, hours and terms and conditions of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectemployment.

Labor Matters. There Except as set forth in Section 3.1(x) of the Purchaser Disclosure Schedule, (i) as of the date hereof, neither Purchaser nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization (other than contracts or other agreements or understandings with labor unions or labor organizations in connection with products and services offered and sold to such unions and organizations by Purchaser or its Subsidiaries); (ii) except as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Purchaser, neither Purchaser nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iii) there are no strikescurrent or, lockoutsto the Knowledge of Purchaser, slowdowns threatened organizational activities or other demands for recognition by a labor disputes against any Loan Party organization seeking to represent employees of Purchaser or any Restricted Subsidiary thereof Subsidiary, or labor strike and no such activities have occurred during the past 24 months; (iv) no grievance, arbitration, complaint or investigation relating to labor or employment matters is pending or, to the knowledge Knowledge of any Loan PartyPurchaser, threatened that against Purchaser or any of its Subsidiaries which, individually or in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. The hours worked by Effect on Purchaser; (v) Purchaser and payments made each Subsidiary is in compliance with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employees employment, employment practices, wages, hours, and terms and conditions of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federalemployment except for failures so to comply, stateif any, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except Effect on Purchaser; (vi) except as could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Purchaser, Purchaser has complied in all payments due from any Loan Party respects with its payment obligations to all employees of Purchaser and its Restricted SubsidiariesSubsidiaries in respect of all wages, or for which salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any claim may be made against any Loan Party Purchaser policy, practice, agreement, plan, program or any of its Restricted Subsidiariesstatute or other law; and (vii) except as would not reasonably be expected to have, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have aggregate, a Material Adverse Effect. There are no complaintsEffect on Purchaser, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending orPurchaser is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), to the knowledge of any Loan Partyextent applicable, threatened to be filed with any Governmental Authority or arbitrator based on, and all other employee notification and bargaining obligations arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectstatute.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened in writing that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply in all material respects with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any valid claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There Except as set forth on Schedule 5.18, as of the Closing Date, no Loan Party or any Restricted Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement (solely with respect to employees holding a senior executive level position or above), bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. As of the Closing Date, there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or any other Governmental Authority, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in recognition. As of the aggregate could reasonably be expected to have a Material Adverse Effect. There Closing Date, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened in writing to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Restricted Subsidiaries which individually except, for such complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or in the aggregate any other claims or complaints as could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as set forth in Section 4.14 of the Disclosure Schedule, (a) Seller is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Seller in connection with the Business, and, to Seller’s Knowledge, currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit with respect to Seller’s employees employed in connection with the Business; (b) there are no controversies, strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof work stoppages pending or, to the knowledge of any Loan PartySeller’s Knowledge, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by between Seller and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under employees employed in connection with the Worker Adjustment Business, and Retraining Notification Act or similar state Law that Seller has not been satisfied that individually experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) Seller has not breached or otherwise failed to comply in any material respect with the aggregate could reasonably be expected to provisions of any collective bargaining or union contract, and there are no grievances outstanding against Seller under any such agreement or contract which would have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in material adverse effect on the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made Business; (d) there are no unfair labor practice complaints pending against any Loan Party Seller before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of its Restricted SubsidiariesSeller employed in connection with the Business which would have a material adverse effect on the Business; (e) Seller is currently in compliance in all materials respects with all applicable laws relating to the employment of labor, on account including those related to wages, hours, collective bargaining and the payment and withholding of wages and employee health and welfare insurance taxes and other benefitssums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Seller employed in connection with the Business and is not liable for any arrears of wages, have been taxes, penalties or other sums for failure to comply with any of the foregoing; (f) Seller has paid in full to all employees of Seller employed in connection with the Business or properly adequately accrued for in accordance with GAAP as a liability all wages, salaries, commissions, bonuses, benefits and other compensation due to or on the books behalf of such Loan Party. There are employees; (g) there is no representation proceedings claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to any Loan PartySeller’s knowledgeKnowledge, threatened before any Governmental Authority with respect to be filed any persons currently or formerly employed by Seller in connection with the National Labor Relations BoardBusiness; (h) Seller is not a party to, and no labor organization or group of otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees of any Loan Party Seller employed in connection with the Business or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair Seller’s employment practices charges with respect thereto; (i) there is no charge or proceeding with respect to a violation of any other claims occupational safety or complaints against any Loan Party or any Restricted Subsidiary health standard that is now pending or, to the knowledge of any Loan PartySeller’s Knowledge, threatened with respect to be filed Seller’s operation of the Business; and (j) there is no charge of discrimination in employment or employment practices for any reason, including age, gender, race, retaliation, religion or other legally protected category, with respect to employees of Seller employed in connection with the Business, which is now pending or, to Seller’s Knowledge, threatened before the United States Equal Employment Opportunity Commission or any other Governmental Authority in any jurisdiction in which Seller has employed or arbitrator based on, arising out of, currently employs any person in connection with, or otherwise relating to with the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectBusiness.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that threatened, which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are Except as set forth on Schedule 5.18, no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made is a pending demand for recognition that individually party to or in the aggregate could reasonably be expected to have a Material Adverse Effectbound by any collective bargaining agreement. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect.. Section 5.19

Labor Matters. There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that (a) Except for such matters which would not have individually or in the aggregate could reasonably be expected to have aggregate, a Company Material Adverse Effect. The hours worked by and payments made to employees , neither the Company nor any of its Subsidiaries has received written notice during the past two years of the Loan Parties comply with intent of any Governmental Entity responsible for the Fair Labor Standards Act enforcement of labor, employment, occupational health and any other applicable federal, state, local safety or foreign Law dealing with such matters except workplace safety and insurance/workers compensation laws to conduct an investigation of the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Company or any of its Restricted Subsidiaries has incurred any liability or obligation under and, to the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or Knowledge of the Company, no such investigation is in the aggregate could reasonably be expected to have a Material Adverse Effectprogress. Except as could for such matters which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all payments due from (i) there are no (and have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party employees of the Company or any of its Restricted Subsidiaries (“Employees”), (ii) to the Knowledge of the Company, there is no (and has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against the Company or any of its Subsidiaries, on account of wages (iii) there is no (and employee health and welfare insurance and other benefits, have has not been paid or properly accrued in accordance with GAAP as a liability on during the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with two year period preceding the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, date hereof) unfair labor practice chargespractice, labor dispute (other than routine individual grievances, arbitrations, unfair employment practices charges ) or any other claims or complaints against any Loan Party or any Restricted Subsidiary labor arbitration proceeding pending or, to the knowledge Knowledge of any Loan Partythe Company, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to against the employment or termination of employment of any employee of any Loan Party Company or any of its Subsidiaries, (iv) there is no (and has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Employees and (v) the Company and its Subsidiaries which are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local law as a result of any action taken by the Company that would have, individually or in the aggregate could reasonably be expected to have aggregate, a Company Material Adverse Effect. The consummation Neither the Company nor any of the transactions contemplated by the Financing Agreements will not give rise its Subsidiaries is a party to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectagreements.

Labor Matters. There are Except as set forth on Schedule 3.12(a), (i) there is no strikes, lockouts, slowdowns unfair labor practice charge or other labor disputes against any Loan Party complaint or any Restricted Subsidiary thereof Litigation pending or, to the knowledge Company’s Knowledge, threatened, against Company or any Subsidiary; (ii) there is no labor dispute, slowdown, strike, work stoppage or other collective labor action actually pending or, to Company’s Knowledge, threatened, against or affecting Company or any Subsidiary nor any secondary boycott with respect to any products or services of Company or any Subsidiary; (iii) neither Company nor any subsidiary is engaged in any unfair labor practice; (iv) Company has no Knowledge of any Loan Partyactual or threatened activity or proceeding of any labor organization (or representative thereof) to organize any unorganized employees of Company or any Subsidiary; (v) except as set forth on Schedule 3.12(a), threatened that individually neither Company nor Subsidiary is a party to or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked otherwise bound by and payments made any collective bargaining agreement or any other agreement with any labor organization applicable to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected Persons providing services to have a Material Adverse Effect. No Loan Party either Company or any of its Restricted Subsidiaries Subsidiary; (vi) there has incurred any liability been no mass layoff, plant closure, employment loss or obligation under other event covered by the Worker Adjustment and Retraining Notification Act or similar any applicable state Law that has not been satisfied that or local law concerning mass layoffs and/or plant closures within the last year; (vii) no labor grievance, nor any arbitration proceeding arising out of or under collective bargaining agreements, is pending or, to Company’s Knowledge, threatened; and (viii) there are no administrative charges or court complaints or Litigation against Company or any Subsidiary concerning alleged employment discrimination or other employment-related matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any other Governmental Entity that, with respect to clauses (i) and (viii) above, would, individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from neither Company nor any Loan Party and its Restricted SubsidiariesSubsidiary has received notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiariesemployment, on account of wages and employee occupational health and welfare insurance safety or workplace safety and other benefits, have been paid insurance/workers compensation Laws to conduct an investigation of Company or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending orSubsidiary and, to any Loan Party’s knowledgethe Knowledge of Company, threatened no such investigation is in progress. Except as would not reasonably be expected to be filed with the National Labor Relations Boardhave, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could aggregate, a Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Company or Subsidiaries pursuant to any workplace safety and insurance Laws; to Company’s Knowledge, neither Company nor any Subsidiary has been reassessed in any material respect under such Laws during the past three years. Except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. There , Company and the Subsidiaries are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed in compliance with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise all applicable collective bargaining agreements and all applicable Laws relating to the employment or termination and employment practices, occupational health and safety, pay equity, wages, hours and terms and conditions of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectemployment.

Labor Matters. There are no strikes, lockouts, slowdowns strikes or other material labor ------------- disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan PartyBorrower's knowledge, threatened that individually or in the aggregate could such as would reasonably be expected to have result in a Material Adverse Effect. The Except as set forth on the attached Schedule "4.21", -------------- as of the Closing Date, the hours worked by and payments made to employees of the Loan Parties comply with Borrower have not been in violation in any material respect of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to matters. As of the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectClosing Date, all payments due from any Loan Party and its Restricted Subsidiaries, or the Borrower for which any claim may be has been made against any Loan Party or any of its Restricted Subsidiaries, the Borrower on account of wages and employee health and welfare insurance and other benefits, benefits have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Partythe Borrower. Upon request, the Company will furnish or make available to the Lender copies of all collective bargaining agreements to which the Borrower or any of the Subsidiaries are a party. The consummation of the transactions contemplated by this Agreement and the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any of the Subsidiaries is a party or by which the Borrower or any of the Subsidiaries is bound. Except as set forth on Schedule "4.21" hereto, the Borrower does not -------------- have any obligation under any collective bargaining agreement. There is no ongoing activity involving the Borrower pending or threatened by any labor union or group of employees. Except as set forth on Schedule "4.21", there are no -------------- representation proceedings pending or, to any Loan Party’s knowledge, or threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has the Borrower have made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices complaints or charges against the Borrower pending or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority federal, state, local or foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee the Borrower of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectindividual.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has except as could not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in all material respects in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.18, as of the Closing Date, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement which constitutes a Material Contract. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition recognition, in any case that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or Subsidiaries, in the aggregate any case that could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikesExcept as disclosed in Section 5.13 of the Parent Disclosure Schedule, lockoutsnone of the employees of Parent or its Subsidiaries is, slowdowns or other labor disputes against any Loan Party during the last five years has been, represented in his or her capacity as an employee of Parent or any Restricted Subsidiary thereof of its Subsidiaries by any labor organization and neither Parent nor its Subsidiaries are party to any labor or collective bargaining agreement and no such agreement is being negotiated as of the date of this Agreement. Except as disclosed in Section 5.13 of the Parent Disclosure Schedule, there is not currently, and since June 30, 2012, there has not been, any union organization activity involving any of the employees of Parent or any of its Subsidiaries pending or, to the knowledge Knowledge of Parent, threatened. There is not currently, nor has there been since July 1, 2014, any Loan Partypicketing, threatened that individually strikes, slowdowns, material work stoppages, other job actions or in lockouts involving any of the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Parent or any of its Restricted Subsidiaries has incurred any liability or obligation under pending or, to the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectKnowledge of Parent, threatened. Except as could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Parent, all payments due from there are not currently any Loan Party and its Restricted Subsidiariescomplaints, charges or for which any claim may be made claims against any Loan Party Parent or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary Subsidiaries pending or, to the knowledge Knowledge of any Loan PartyParent, threatened to that could be brought or filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or failure to employ by Parent or any of its Subsidiaries which Subsidiaries, of any individual. Except as would not reasonably be expected to have, individually or in the aggregate could reasonably be expected to have aggregate, a Material Adverse Effect. The consummation Effect on Parent, Parent and its Subsidiaries are currently in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the transactions contemplated by the Financing Agreements will not give rise to collection and payment of withholding and/or social security Taxes and any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectsimilar Tax.

Labor Matters. There As of the Effective Date, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof its Subsidiaries pending or, to the knowledge of any Loan Partythe Lead Borrower, threatened that individually or in threatened; (b) the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by by, and payments made to to, employees of the Loan Parties comply with and their Subsidiaries are not in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No matters; (c) no Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Law; and (d) all payments due from any Loan Party and or its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyParty or such Subsidiary to the extent required by GAAP. There Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect,: (A) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There recognition; (B) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in Subsidiaries; and (C) the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan 115 Documents will not give rise to any a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as set forth in Section 4.21 of the Company Disclosure Schedule, (a) the Company and each Subsidiary is in material compliance with all Laws regarding employment and employment practices, conditions of employment, wages and hours with respect to the Business, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority, and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all Taxes and other amounts required to be withheld from employees of the Company or any Subsidiary (and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed); (b) neither the Company nor any Subsidiary is engaged in unfair labor practices, and there are no strikes, lockouts, slowdowns unfair labor practice complaints or other labor disputes against any Loan Party or any Restricted Subsidiary thereof grievances pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened that individually against the Company or any Subsidiary relating to employees of the Company or any Subsidiary who are employed in connection with the aggregate could Business, (c) there are no claims for violations of employment or labor Laws, or age, sex, racial or other employment discrimination pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary relating to employees of the Business, and (d) there is no labor strike, dispute or work stoppage pending or, to the Company’s Knowledge, threatened against or involving the Business or at the current customer locations which may affect such Business or which may interfere with its continued operation, and there has been no strike, walkout or work stoppage involving any of the employees of the Company or any Subsidiary employed with respect to the Business or at the current customer locations during the twenty-four (24) months prior to the date of this Agreement. Neither the Company nor any Subsidiary has incurred, and no circumstances exist under which the Company or any Subsidiary would reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made incur, any Liability arising from the failure to pay wages (including overtime wages), from the misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the Loan Parties comply with requirements of the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaws. Except as could not reasonably be expected to havedisclosed in Section 4.21 of the Company Disclosure Schedule, individually neither the Company nor any Subsidiary is a joint employer or co- employer for any third party with which it has contracted for labor during the last two years. Except as disclosed in Section 4.21 of the aggregateCompany Disclosure Schedule, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance there is no Action with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, respect to any Loan Party’s knowledgeemployment-related matters, threatened to be filed with the National Labor Relations Boardincluding payment of wages, and no labor organization salary or group of employees of any Loan Party overtime pay, that has been asserted or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary is now pending or, to the knowledge of any Loan PartyCompany’s Knowledge, threatened to be filed with by or before any Governmental Authority with respect to any Persons currently or arbitrator based onformerly employed (or engaged as an independent contractor) by, arising out of, in connection or who are or were applicants for employment with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party Company or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiary.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge Knowledge of any Loan Party, threatened that that, individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except to the extent that any for such violation instances of noncompliance which could not not, individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that Law, except for such liabilities and obligations as could not, individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18, as of the Closing Date, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledgeKnowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition recognition, in each case that could, individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge Knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which Subsidiaries, in each case that could, individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any material collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters matters, except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law Law, except to the extent that has any such violation could not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.17, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effectall material respects. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted SubsidiariesParty, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in all material respects in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 6.18 or otherwise disclosed to the Lender in writing from time to time, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement with a senior executive in excess of $200,000 in aggregate annual compensation, or bonus arrangement with a senior executive in excess of $200,000 in the aggregate, and, as of the Closing Date, no Loan Party or any Subsidiary is a party to or bound by any restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate recognition, except as could not reasonably be expected to have result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate Subsidiaries, except as could not reasonably be expected to have result in a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. Neither the Company nor any of its Subsidiaries is a party or otherwise subject to any collective bargaining agreement. There are is no strikes, lockouts, slowdowns or other (a) unfair labor disputes practice complaint against any Loan Party the Company or any Restricted Subsidiary thereof of its Subsidiaries pending before the National Labor Relations Board or any other Governmental Entity, (b) labor strike, slowdown or work stoppage actually occurring or, to the knowledge Knowledge of any Loan Partythe Company, threatened that individually against the Company or any of its Subsidiaries, (c) representation petition respecting the employees of the Company or any of its Subsidiaries pending before the National Labor Relations Board or similar agency, or (d) grievance or any arbitration proceeding pending arising out of or under collective bargaining agreements applicable to the Company or any of its Subsidiaries, in each case of clause (a)-(d) which, either individually, or in the aggregate aggregate, reasonably could be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries have not experienced any primary work stoppage or other organized work stoppage or any organizational activities involving their employees in the past two years. The Company has no Knowledge of any labor strike, slowdown, or work stoppage occurring or threatened against any of the Company's principal suppliers that could reasonably be expected to have a Company Material Adverse Effect. The hours worked Company and each of its Subsidiaries is currently in compliance with all applicable Laws relating to the employment of labor, including, without limitation, those related to wages, hours, worker classification, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity and payments made has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the Loan Parties Company or any of its Subsidiaries and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the Fair Labor Standards Act and any other applicable federalforegoing, stateexcept when such noncompliance, local or foreign Law dealing with such matters except to the extent that any such violation could not individually either individually, or in the aggregate aggregate, could not be reasonably expected to have a Company Material Adverse Effect. Except as set forth on Schedule 2.1.13(a), there is no claim with respect to payment of wages, salary or overtime pay or any other employment practice that is now pending or, to the Knowledge of the Company, threatened before any Governmental Entity with respect to any persons currently or formerly employed by the Company or any of its Subsidiaries, except when such claim could not reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Company Material Adverse Effect. Except as could not reasonably be expected to havedisclosed in Schedule 2.1.13(a), individually no employee of the Company or in its Subsidiaries is the aggregate, a Material Adverse Effect, all payments due from any Loan Party beneficiary under an employer-sponsored non-immigrant visa. Each of the Company and its Restricted SubsidiariesSubsidiaries is in compliance in all material respects with all provisions of applicable immigration Laws, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise including provisions relating to the employment or termination completion and retention of employment of any employee of any Loan Party or any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectForm I-9.

Labor Matters. There are no strikesNo labor strike, lockoutswork slowdown, slowdowns work stoppage, lockout or other concerted labor disputes against any Loan Party action or dispute involving the employees of Sonoma or any Restricted Subsidiary thereof of its Subsidiaries is pending, or to the Knowledge of Sonoma, threatened against or affecting Sonoma or any of its Subsidiaries and, since January 1, 2012, there has not been any such action. Except as set forth on Section 2.18 of the Sonoma Disclosure Letter, neither Sonoma nor any of its Subsidiaries is party to or bound by any collective bargaining or similar agreement with any labor organization or any work rules or practices agreed to with any labor organization applicable to employees of Sonoma or any of its Subsidiaries, and no collective bargaining or similar agreement is currently being negotiated by Sonoma or any of its Subsidiaries. Except as set forth on Section 2.18 of the Sonoma Disclosure Letter, to the Knowledge of Sonoma, none of the employees of Sonoma or any of its Subsidiaries is represented by any labor organization in connection with their employment with Sonoma or any of its Subsidiaries. Except as set forth on Section 2.18 of the Sonoma Disclosure Letter, no representation election petition or application for certification of a labor organization as the exclusive collective bargaining representative of any employees of Sonoma or any of its Subsidiaries has been served on Sonoma or any of its Subsidiaries within the past three (3) years, nor, to the Knowledge of Sonoma, is such a petition or application pending with the National Labor Relations Board or any other Governmental Authority, and no labor organization is currently engaged in or, to the knowledge Knowledge of Sonoma, threatening organizational efforts with respect to any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party Sonoma or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectSubsidiaries. Except as could has not had or would not reasonably be expected to have, individually or in the aggregate, a Sonoma Material Adverse Effect, all payments due from any Loan Party each of Sonoma and its Restricted SubsidiariesSubsidiaries (a) is, or for which any claim may be made against any Loan Party or any and has been since January 1, 2012, in compliance with all applicable Laws respecting labor, employment and employment practices, terms and conditions of its Restricted Subsidiariesemployment, on account of health and safety and wages and employee health hours and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, (b) is not liable for any payment to any Loan Party’s knowledge, threatened trust or other fund or to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority with respect to unemployment compensation benefits, social security or arbitrator based onother benefits or obligations for employees. Sonoma and its Subsidiaries have not, arising out of, in connection with, or otherwise relating at any time prior to the date that is ninety (90) days before the Closing Date, without fully complying with the notice and other requirements of the Worker Adjustment Retraining Notification Act of 1988, as amended (the “WARN Act”), effectuated (A) a “plant closing” (as defined in the WARN Act), affecting any site of employment or termination one or more facilities or operating units within any site of employment or facility of any employee of any Loan Party Sonoma or any of its Subsidiaries which individually or (B) a “mass layoff” (as defined in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation WARN Act) affecting any site of the transactions contemplated by the Financing Agreements will not give rise to any right employment or facility of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party Sonoma or any of its Restricted Subsidiaries is bound that individually or any similar action under applicable state or local Law requiring notice to employees in the aggregate could reasonably be expected to have event of a Material Adverse Effectplant closing or mass layoff.

Labor Matters. There As of the Closing Date, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectLaw. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All material payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which which, either individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbound.

Labor Matters. There are no strikesproceedings now pending, lockouts, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending ornor, to the knowledge of any Loan Party, threatened that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees best of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has not been satisfied that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. There are no representation proceedings pending or, to any Loan Party’s Seller's knowledge, threatened with respect to be filed with the operation of any Existing Facility before the National Labor Relations Board, State Commission on Human Rights and no labor organization Opportunities, State Department of Labor, U.S. Department of Labor or group any other Governmental Authority having jurisdiction of employees employee rights with respect to hiring, tenure and conditions of employment, and the Seller has not experienced any material controversy with any administrator of any Loan Party Existing Facility or other employee of similar stature or with any Restricted Subsidiary has made a pending demand for recognition that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectlabor organization. There are no complaintscollective bargaining agreements now or previously in effect relating to any Existing Facility and no Existing Facility is or has been affected by any actual or threatened strike, unfair work stoppage or other labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to disturbance. To the best knowledge of any Loan Partythe Seller, threatened as of the date hereof, no union has attempted or is in the midst of attempting to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of represent any employee of any Loan Party Existing Facility as a collective bargaining unit. As of the applicable Closing Date involving the acquisition of all of the equity interests in any Single Purpose Entity by the Buyer pursuant to this Agreement, (a) there shall be no proceedings then pending, nor, to the best of the Seller's knowledge, threatened with respect to the operation of Facility operated by such Single Purpose Entity before the National Labor Relations Board, State Commission on Human Rights and Opportunities, State Department of Labor, U.S. Department of Labor or any other Governmental Authority having jurisdiction of its Subsidiaries which individually employee rights with respect to hiring, tenure and conditions of employment, and such Single Purpose Entity shall not have experienced any material controversy with any Facility administrator or other employee of similar stature or with any labor organization, (b) there shall be no collective bargaining agreements then or previously in effect relating to the Facility operated by such Single Purpose Entity and such Facility shall not then be affected (nor shall have such Facility been affected in the aggregate could reasonably be expected past) by any actual or threatened strike, work stoppage or other labor disturbance and (c) to have a Material Adverse Effect. The consummation the best knowledge of the transactions contemplated Seller, no union shall have attempted or shall be in the midst of attempting to represent any employee of the applicable Facility as a collective bargaining unit. As of the applicable Closing Date involving any Facility leased or owned by the Financing Agreements will Seller, (i) there shall be no proceedings then pending, nor, to the best of the Seller's knowledge, threatened with respect to the operation of such Facility before the National Labor Relations Board, State Commission on Human Rights and Opportunities, State Department of Labor, U.S. Department of Labor or any other Governmental Authority having jurisdiction of employee rights with respect to hiring, tenure and conditions of employment, and the Seller shall not give rise to have experienced any right material controversy with any Facility administrator or other employee of termination similar stature or right of renegotiation on the part of with any union under any labor organization, (ii) there shall be no collective bargaining agreement agreements then or previously in effect relating to which any Loan Party the Facility owned or any of its Restricted Subsidiaries is bound that individually or leased by the Seller and such Facility shall not then be affected (nor shall have such Facility been affected in the aggregate could reasonably past) by any actual or threatened strike, work stoppage or other labor disturbance and (iii) to the best knowledge of the Seller, no union shall have attempted or shall be expected in the midst of attempting to have represent any employee of the applicable Facility as a Material Adverse Effectcollective bargaining unit.