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 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 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 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 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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (a) Except as set forth in Item 6.17 of the Disclosure Schedule, none of the Parent, the Borrower or any of their respective Subsidiaries is a party to any material labor dispute and there are no strikesstrikes or walkouts relating to any labor contracts to which such Person is a party or is otherwise subject; (b) there is no unfair labor practice complaint pending against the Parent, lockouts, slowdowns or other labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending of their respective Subsidiaries or, to the knowledge of any Loan Partythe Parent or the Borrower, threatened against any of them, before the National Labor Relations Board 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 ; (c) there is no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement pending against the Loan Parties comply with Parent, 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 Borrower or any of its Restricted their respective Subsidiaries has incurred or, to the knowledge of the Parent or the Borrower, threatened in writing against any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law of them 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; (d) no slowdown or stoppage is pending against the Parent, individually the Borrower or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted of their respective Subsidiaries, or for which any claim may be made to the knowledge of the Parent or the Borrower, threatened against any Loan Party the Parent, the Borrower or any of its Restricted their respective 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; (e) none of the Parent, the Borrower or any of their respective Subsidiaries is engaged in any 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 that could reasonably be expected to have a Material Adverse Effect. The consummation ; and (f) except as set forth in Item 6.17 of the transactions contemplated Disclosure Schedule (none of which items disclosed therein, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect), there are no pending or threatened (in writing) claims, complaints, notices, inquiries or requests for information received by the Financing Agreements will not give rise to any right of termination or right of renegotiation on Parent, the part of any union under any collective bargaining agreement to which any Loan Party Borrower or any of its Restricted their respective Subsidiaries is bound that individually with respect to any alleged violation of, or in potential liability under, any law relating to employee health and safety (including the aggregate Occupational Safety and Health Act, 29 U.S.C.A. §651 et seq.) which could reasonably be expected to have result in a Material Adverse Effect. As of the Closing Date, no Obligor is a party to or bound by any collective bargaining agreement.

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 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 matters, except to the extent that any such violation could not violation, individually or in the aggregate aggregate, could not be 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 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, except where the failure to so pay or accrue could not reasonably be expected to result in a Material Adverse Effect. 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 reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Financing Agreements will aggregate, 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 to have a Material Adverse Effect.

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 the books of such Loan Party29 U.S.C.A. Section 651 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 are no material 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 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, 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 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 state, provincial, territorial, municipal, local or in the aggregate could reasonably be expected to have a Material Adverse Effectforeign Law. 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 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. 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 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 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 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 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 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 '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 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 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 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 Effect. 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 FLSA or any other applicable federal, state, local or foreign Law Laws dealing with such matters except to the extent that any such violation could not violation, either 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 aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could As of the Closing Date, 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 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 5.16, as of the Closing Date, no Loan 151 NY\6127033.17 Party is a party to or bound by any material collective bargaining agreement. 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 to the extent that individually such proceeding or in the aggregate could demand would reasonably be expected to have a Material Adverse Effect. There are no complaintsAs of the Closing 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 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 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 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 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, 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 129 [Matrix] Credit Agreement #85638137 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 Effect.bound. 6.19

Labor Matters. Except as disclosed in Section 4.21 of the Disclosure Schedule, no Polaroid Entity has entered into any severance or similar arrangement in respect of any present Employee of any Polaroid Entity that will result in any obligation of the Purchaser or any Acquired Subsidiary to make any payment to any present Employee of any Polaroid Entity following termination of employment or upon a change of control of any Polaroid Entity or upon consummation of the transactions contemplated under this Agreement. Since December 31, 2000, no Polaroid Entity has engaged in any unfair labor practice and, to Sellers' Knowledge, there are no complaints against any Polaroid Entity pending before the National Labor Relations Board or any similar state, local or foreign labor agency by or on behalf of any Employee of any Polaroid Entity. Except as set forth in Section 4.21 of the Disclosure Schedule, no Seller is a party to, or a participant in any negotiation of, any collective bargaining agreement or other labor agreement with respect to its Employees with any labor organization, union, group or association, and there are no employee unions (nor any other similar labor or employee organizations) under any Laws. There are no labor strikes, lockouts, slowdowns slow downs or other labor disputes against any Loan Party or any Restricted Subsidiary thereof stoppages pending or, to the knowledge Sellers' Knowledge, threatened with respect to the Employees of any Loan PartyPolaroid Entity, threatened and since December 31, 2000, no Polaroid Entity has experienced any attempt by organized labor to cause any Polaroid Entity to comply with or conform to demands of organized labor relating to its Employees or to enter into a binding agreement with organized labor that individually would cover any or in the aggregate could reasonably be expected to all of its Employees. Except as would not have a Material Adverse Effect. The hours worked by , (a) each Polaroid Entity has complied with all Laws relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and payments made similar taxes, occupational safety and health and plant closings (hereinafter collectively referred to employees as the "Employment Laws") and (b) no Polaroid Entity is liable for the payment of fines, penalties or other amounts, however designated, for failure to comply with any of the Loan Parties comply with forgoing Employment Laws. Section 4.21 of the Fair Labor Standards Act and Disclosure Schedule sets forth the number of employees employed by any other applicable federal, state, local or foreign Law dealing of the Sellers (along with such matters except to employee's "location/site of employment" within 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 meaning 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 ("WARN Act"), 29 U.S.C. Section 2101, et seq.) who have experienced an "employment loss" (as defined by 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 WARN Act) while employed by 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 PartySellers during the ninety (90)-day period immediately preceding the date hereof. 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, Not more than five (5) days prior to the knowledge of any Loan PartyClosing Date, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating Sellers shall deliver to the employment or termination Purchaser a list of employment of any employee of any Loan Party or all employees employed by any of its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The consummation Sellers (along with such employees' "location/site of employment" within the meaning of the transactions contemplated WARN Act) who have experienced an "employment loss" (as defined by the Financing Agreements will not give rise to any right WARN Act) from the date hereof until such date 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 Effectdelivery.

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 118 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 are no strikes4.15.1. As of the date of this Agreement, lockouts, slowdowns Stratasys Disclosure Schedule 4.15 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 Stratasys 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 EffectStratasys Subsidiaries. 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 No labor organization or group of employees of any Loan Party Stratasys or any Restricted Stratasys 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, to the Knowledge of Stratasys, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge of Stratasys, threatened against or involving Stratasys or any Stratasys Subsidiary. None of Stratasys or any of the Stratasys 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 Stratasys or any of the Stratasys 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 Stratasys 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 PartyStratasys, 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 Stratasys Material Adverse Effect. The Stratasys has made available to Objet true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of Stratasys or any Stratasys Subsidiary (the “Stratasys CBAs”). No Stratasys CBA would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the Financing Agreements will implementation of any layoff, redundancy, severance or similar program; provided that any duty to bargain imposed by applicable law concerning any layoff, redundancy, severance or similar program or the effect(s) thereof shall not give rise be deemed to “prevent, restrict or materially impede the implementation of any right layoff, redundancy, severance or similar program” for purposes of termination this Agreement. Except as otherwise set forth in the Stratasys CBAs, neither Stratasys nor any Stratasys Subsidiary (a) has entered into any agreement, arrangement or right understanding, whether written or oral, with any union or other employee representative body or any material number or category of renegotiation on its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or 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 EffectStratasys Benefit Plan.

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 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 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 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 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 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 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 knowledge of any Loan Partythe Borrowers, threatened to the extent that individually or in the aggregate any such action 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 and their respective 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 not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all All payments due from any Loan Party and or any of its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiariessuch Person, 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 member, except for such payments or claims as could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Loan PartyDocuments 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 Subsidiaries is bound. Except as set forth on Schedule 3.14, 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 recognition, except for such proceedings or demands that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There Except as set forth on Schedule 3.14, 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 Subsidiaries, except for such complaints, charges, grievances or in the aggregate arbitrations that 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 strikesExcept as set forth on Schedule 5.20, lockouts, slowdowns or neither any Borrower nor any other labor disputes against any Loan Party and their respective Subsidiaries is subject to any labor or any Restricted Subsidiary thereof collective bargaining agreement. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or any other Loan Party and their respective Subsidiaries which arises out of or under any collective bargaining agreement and that individually could reasonably be expected to result in a material liability, (ii) no existing or threatened strikes, lockouts or other labor disputes involving any Borrower or any other Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made , or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of the Loan Parties comply with the Fair Labor Standards Act and any Borrower or any other applicable federal, state, local Loan Party and their respective Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower 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 Effectother Loan Party and their respective Subsidiaries. No Borrower nor any other Loan Party or any of its Restricted and their respective Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law that has law, which remains unpaid or unsatisfied. Hours worked by and payment made to employees of each Borrower and the other Loan Parties are not been satisfied that individually in violation of the Fair Labor Standards Act or in the aggregate could reasonably be expected to have a Material Adverse Effectany other applicable law, rule or regulation dealing with such matters. 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 Borrower or any other Loan Party and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted their respective 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 such Loan Party. There are no representation proceedings pending oreach Borrower, except where the failure to any Loan Party’s knowledgedo so could not, 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 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 of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, result 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 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 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 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, 100 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 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 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 set forth in Schedule 3.08, there ------------- ------------- are no strikes, lockouts, slowdowns strikes or other labor disputes against any Loan Party Borrower or any Restricted Subsidiary thereof of its Subsidiaries that are pending or, to the knowledge of any Loan PartyBorrower's knowledge, threatened that individually or in the aggregate could reasonably would be expected to have a Material Adverse EffectEvent. The hours Hours worked by and payments payment made to employees of the Loan Parties comply with Borrower or its 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 matters, except to the extent that any where such violation could violations are not individually or in the aggregate reasonably be expected to have a Material Adverse EffectEvents. No Loan Party All payments due from Borrower 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 Borrower or such Loan PartySubsidiary, except in each case to the extent that a failure to pay or accrue such payment is not a Material Adverse Event. There Except as set forth in Schedule 3.08, as of the Closing Date neither Borrower nor any of its ------------- Subsidiaries has any obligation under any collective bargaining agreement or any agreement providing for management services to be provided to Borrower, and a correct and complete copy of each agreement listed on Schedule 3.08 has been ------------- provided to the Administrative Agent. Except as set forth on Schedule 3.08, as ------------- of the Closing Date there is no organizing activity involving Borrower or any of its Subsidiaries pending or, to Borrower's knowledge, threatened by any labor union or group of employees. Except as set forth in Schedule 3.08, as of the ------------- Closing Date 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 with respect to Borrower or any of its Subsidiaries, and no labor organization or group of employees of any Loan Party Borrower or any Restricted Subsidiary of its Subsidiaries 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 set forth on Schedule 3.08, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices complaints or ------------- charges against Borrower or any other claims or complaints against any Loan Party or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of any Loan PartyBorrower, 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 individual by Borrower or any of its Subsidiaries Subsidiaries, which individually or in the aggregate could reasonably if adversely determined would 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 EffectEvent.

Labor Matters. There As of the 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 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 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 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 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 (i) is no unfair labor practice complaint pending against the US Borrower or any of its Subsidiaries, or to the knowledge of the US Borrower or any of its Subsidiaries, threatened against them before the National Labor Relations Board or any labor relations board or tribunal of any other jurisdiction, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the US Borrower or any of its Subsidiaries or, to the knowledge of the US Borrower or any of its Subsidiaries, threatened against any of them; (ii) are no union organizing activities, and no union representation question exists or, to the knowledge of the US Borrower or any of its Subsidiaries, is threatened with respect to the employees of the US Borrower or any of its Subsidiaries; (iii) are no equal opportunity charges or other claims pending, or to the knowledge of the US Borrower or any of its Subsidiaries, threatened with respect to the employees of the US Borrower or any of its Subsidiaries; and (iv) are no strikes, lockouts, stoppages or slowdowns or other labor disputes against any Loan Party the US Borrower or any Restricted Subsidiary thereof of its Subsidiaries pending or, to the knowledge of any Loan Partyeither Borrower, threatened that that, in the case of clauses (i) through (iv), individually or in the aggregate aggregate, 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 US Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Requirement of 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 aggregate) could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have, All payments due from the US Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (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 Effect if not paid have been paid or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to accrued as a liability on 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 books of the transactions contemplated by US Borrower or 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 Effectrelevant Subsidiary.

Labor Matters. 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 Effect. 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. 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. 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 the aggregate could which 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, result 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 As of the FirstSecond 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 FirstSecond 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 FirstSecond 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 are no strikesEach of the ATI Cellular Subsidiaries and their Subsidiaries has complied with all applicable laws and regulations in all material respects relating to the employment of labor, lockoutsincluding those related to wages, slowdowns or other labor disputes against any Loan Party or any Restricted Subsidiary thereof pending orhours, occupational health and safety, worker's compensation, collective bargaining, unlawful discrimination, and the payment of Social Security and similar taxes pertaining to their Domestic Cellular Business. To the knowledge of ATI, there are no threatened labor controversies, strikes or work stoppages with any Loan Partyof the employees performing work in a Domestic Cellular Business. No ATI Cellular Subsidiary nor any of its Subsidiaries is a party to any collective bargaining agreement, threatened that nor are any collective bargaining agreements currently being negotiated with respect to the employees of the ATI Cellular Subsidiaries and their Subsidiaries in their Domestic Cellular Business. Except as set forth in SCHEDULE 2.2(i), there are no pending employment-related issues, including without limitation governmental audits, disputes (including those listed in SCHEDULE 2.2(q) hereto), litigation, labor controversies, strikes or work stoppages with or regarding any of the employees performing work in the Domestic Cellular Business that, individually or in the aggregate could aggregate, would reasonably be expected to have a Material Adverse EffectEffect on the ATI Cellular Subsidiaries and their Subsidiaries, taken as a whole. The hours worked by Each ATI Cellular Subsidiary and payments made each Subsidiary thereof has properly verified the identity and authorization 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 work in the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries United States and has incurred any liability or obligation under the Worker Adjustment properly completed 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, retained INS forms I-9 for 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 required by the Financing Agreements will not give rise to any right Immigration Reform and Control Act of termination 1986 and related statutes. All individuals who are performing or right of renegotiation on have performed services for the part of any union under any collective bargaining agreement to which any Loan Party ATI Cellular Subsidiaries and their Subsidiaries and are or any of its Restricted Subsidiaries is bound that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectwere classified as "independent contractors" for tax purposes qualify for such classification.

Labor Matters. There (a) Neither the Cayman Borrower nor any of its Subsidiaries is a party to any labor dispute that could reasonably be expected to have a Material Adverse Effect and there are no strikes, lockouts, slowdowns strikes or other walkouts relating to any labor disputes contracts to which such Person is a party or is otherwise subject; (b) there is no unfair labor practice complaint pending against any Loan Party either the Cayman Borrower or any Restricted Subsidiary thereof pending of its Subsidiaries or, to the knowledge of any Loan Partythe Cayman Borrower, threatened against any of them 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 ; (c) there is no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement pending against 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 Cayman Borrower or any of its Restricted Subsidiaries has incurred or, to the knowledge of the Cayman Borrower, threatened against any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law of them 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 ; (d) no slowdown or in stoppage is pending against 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 Cayman Borrower or any of its Restricted Subsidiaries, on account or to the knowledge 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 knowledgeCayman Borrower, threatened to be filed with against the National Labor Relations Board, and no labor organization or group of employees of any Loan Party Cayman Borrower or any Restricted Subsidiary has made a pending demand for recognition of its Subsidiaries, 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 ; (e) neither 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 Cayman Borrower nor any of its Subsidiaries which individually or is engaged in the aggregate any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. The consummation ; and (f) except as set forth in Item 6.16 of the transactions contemplated by the Financing Agreements will not give rise to any right Disclosure Schedule (none 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 items disclosed therein, individually or in the aggregate aggregate, have, or could reasonably be expected to have have, a Material Adverse Effect), there are no pending or threatened claims, complaints, notices, inquiries or requests for information received by the Cayman Borrower or any of its Subsidiaries with respect to any alleged violation of, or potential liability under, any law relating to employee health and safety which could reasonably be expected to result in liability to such Borrower or such Subsidiary in an aggregate amount exceeding $50,000,000 (exclusive of amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover) or which could reasonably be expected to result in a Material Adverse Effect. Except as set forth in Item 6.16 of the Disclosures Schedule, neither the Cayman Borrower nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement.

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 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 42 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 As of the Third 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 Third 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 Third 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 (a) Except as set forth in Item 6.17(a) of the Disclosure Schedule, none of the Parent, the Borrower or any of their respective Subsidiaries is a party to any material labor dispute and there are no strikesstrikes or walkouts relating to any labor contracts to which such Person is a party or is otherwise subject; (b) there is no unfair labor practice complaint pending against the Parent, lockouts, slowdowns or other labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending of their respective Subsidiaries or, to the knowledge of any Loan Partythe Parent or the Borrower, threatened against any of them, before the National Labor Relations Board 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 ; (c) there is no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement pending against the Loan Parties comply with Parent, 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 Borrower or any of its Restricted their respective Subsidiaries has incurred or, to the knowledge of the Parent or the Borrower, threatened in writing against any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law of them 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; (d) no slowdown or stoppage is pending against the Parent, individually the Borrower or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted of their respective Subsidiaries, or for which any claim may be made to the knowledge of the Parent or the Borrower, threatened against any Loan Party the Parent, the Borrower or any of its Restricted their respective 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; (e) none of the Parent, the Borrower or any of their respective Subsidiaries is engaged in any 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 that could reasonably be expected to have a Material Adverse Effect. The consummation ; and (f) except as set forth in Item 6.17(b), of the transactions contemplated by the Financing Agreements will not give rise to any right Disclosure Schedule (none 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 items disclosed therein, individually or in the aggregate aggregate, have, or may reasonably be expected to have, a Material Adverse Effect), there are no pending or threatened in writing claims, complaints, notices, inquiries or requests for information received by the Parent, the Borrower or any of their respective Subsidiaries with respect to any alleged violation of, or potential liability under, any law relating to employee health and safety (including the Occupational Safety and Health Act, 29 U.S.C.A. § 651 et seq.) which could reasonably be expected to have a result in a. Material Adverse Effect. As of the Closing Date, other than as set forth in Item 6.17(c) of the Disclosure Schedule, no Obligor is a party to or bound by any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or any other labor or worker representative organization of the Obligors and their Subsidiaries.

Labor Matters. There (a) Except as set forth in Item 6.17 of the Disclosure Schedule, none of the Parent, the Borrower or any of their respective Subsidiaries is a party to any material labor dispute and there are no strikesstrikes or walkouts relating to any labor contracts to which such Person is a party or is otherwise subject; (b) there is no unfair labor practice complaint pending against the Parent, lockouts, slowdowns or other labor disputes against any Loan Party the Borrower or any Restricted Subsidiary thereof pending of their respective Subsidiaries or, to the knowledge of any Loan Partythe Parent or the Borrower, threatened against any of them, before the National Labor Relations Board 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 ; (c) there is no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement pending against the Loan Parties comply with Parent, 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 Borrower or any of its Restricted their respective Subsidiaries has incurred or, to the knowledge of the Parent or the Borrower, threatened in writing against any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Law of them 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; (d) no slowdown or stoppage is pending against the Parent, individually the Borrower or in the aggregate, a Material Adverse Effect, all payments due from any Loan Party and its Restricted of their respective Subsidiaries, or for which any claim may be made to the knowledge of the Parent or the Borrower, threatened against any Loan Party the Parent, the Borrower or any of its Restricted their respective 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; (e) none of the Parent, the Borrower or any of their respective Subsidiaries is engaged in any 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 that could reasonably be expected to have a Material Adverse Effect. The consummation ; and (f) except as set forth in Item 6.17 of the transactions contemplated Disclosure Schedule (none of which items disclosed therein, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect), there are no pending or threatened (in writing) claims, complaints, notices, inquiries or requests for information received by the Financing Agreements will not give rise to any right of termination or right of renegotiation on Parent, the part of any union under any collective bargaining agreement to which any Loan Party Borrower or any of its Restricted their respective Subsidiaries is bound that individually with respect to any alleged violation of, or in potential liability under, any law relating to employee health and safety (including the aggregate Occupational Safety and Health Act, 29 U.S.C.A. Section 651 et seq.) which could reasonably be expected to have result in a Material Adverse Effect. As of the Closing Date, no Obligor is a party to or bound by any collective bargaining agreement.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party Obligor or any Restricted Subsidiary thereof pending or, to the knowledge of any Loan PartyObligor, 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 Obligors comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law 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 Obligor 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 Obligor and its Restricted Subsidiaries, or for which any claim may be made against any Loan Party Obligor 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 PartyObligor, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 9.1.20, as of the Closing Date, no Obligor 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 PartyObligor’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party Obligor 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 Obligor or any Restricted Subsidiary pending or, to the knowledge of any Loan PartyObligor, 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 Obligor 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 Obligor 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 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 Effect.bound. 6.19

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 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 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 As of the Closing Date and except as set forth on Schedule 3.14, there are no strikes, lockouts, lockouts or slowdowns or other 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 would not, individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect. The hours worked by , (a) the Borrower and payments made to employees of the Loan Parties comply its Restricted Subsidiaries are in compliance with the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such hours worked by or payments made to employees or any similar matters except (including but not limited to the extent that any such violation could not individually appropriate classification of employees as exempt or in non-exempt), (b) the aggregate reasonably be expected to have a Material Adverse Effect. No Loan Party or any of Borrower and its Restricted Subsidiaries has incurred any liability have properly classified all individuals engaged as contractors as such under all applicable Federal, state, local or obligation under foreign law, (c) the Borrower and its Restricted Subsidiaries are in compliance with the Worker Adjustment and Retraining Notification Act and all other state, local or similar state Law that has not been satisfied that individually foreign laws relating to plant closings 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, mass layoffs and (d) 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 are no representation proceedings pending or, Neither the Borrower nor any Subsidiary is subject to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees claims arising out of any Loan Party employment matter, whether pending as of the Closing Date or any Restricted Subsidiary has made a pending demand for recognition that to its knowledge threatened, which would, individually or in the aggregate could aggregate, be 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 withExcept as does not, 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 not reasonably be expected to to, have a Material Adverse Effect. The , the consummation of the transactions contemplated by the Financing Agreements Loan 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 set forth on Schedule 3.8, as of the date hereof, there are no strikes, lockouts, slowdowns strikes or other labor disputes against any Loan Party or any Restricted Subsidiary thereof that are pending or, to the knowledge of any Loan PartyBorrower's knowledge, threatened that individually which could reasonably be expected to cause a Material Adverse Effect. Hours worked by and payment made to employees of each Loan Party have not 38 been in violation of the Fair Labor Standards Act or in the aggregate any other applicable law dealing with such matters 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 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. There Except as set forth on Schedule 3.8, as of the date hereof, no Loan Party has any obligation under any collective bargaining agreement, management agreement, or any employment agreement, and a correct and complete copy of each material agreement listed on Schedule 3.8 will be provided to Agent upon Agent's request. As of the date hereof, there are no organizing activities involving any Loan Party pending or, to Borrower's knowledge, threatened by any labor union or group of employees which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.14, as of the date hereof, there are no representation proceedings pending or, to any Loan Party’s Borrower'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, and, 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 pending 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 by any Loan Party of any individual, other than any such proceedings, demands for recognition, complaints or charges which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.8, as of the date hereof, there are no consent decrees, judgments, orders, injunctions, arbitral awards or other decisions which have a continuing effect on Borrower or any Loan Party as of its Subsidiaries the date hereof, before any Governmental Authority or any other tribunal (including any arbitral tribunal) which could 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 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 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 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 (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 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, provincial, 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 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 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 nor 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 Boardany applicable 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 Closing 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 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 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 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. 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 As of the Closing Date, except as, individually or in the aggregate, could 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 set forth on Schedule 5.18 no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement. Except as, individually or in the aggregate, could 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 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. To the aggregate could reasonably be expected to have a Material Adverse Effect. The Knowledge of the Senior Executive Officers, 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 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 which, in any case, could reasonably be expected to have a Material Adverse Effect. 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 Except as set forth on Schedule 5.18, 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 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 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 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 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 filed with the SEC or as otherwise 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 or any material 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 Restricted Subsidiaries which either individually or 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 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 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 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, 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 Closing 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 Closing 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 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 set forth on Schedule 3.8, as of the date hereof, there are no strikes, lockouts, slowdowns strikes or other labor disputes against any Loan Party or any Restricted Subsidiary thereof that are pending or, to the knowledge of any Loan PartyBorrower's knowledge, threatened that individually which could reasonably be expected to cause a Material Adverse Effect. Hours worked by and payment made to employees of each Loan Party have not been in violation of the Fair Labor Standards Act or in the aggregate any other applicable law dealing with such matters 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 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. There Except as set forth on Schedule 3.8, as of the date hereof, no Loan Party has any obligation under any collective bargaining agreement, management agreement, or any employment agreement, and a correct and complete copy of each material agreement listed on Schedule 3.8 will be provided to Agent upon Agent's request. As of the date hereof, there are no organizing activities involving any Loan Party pending or, to Borrower's knowledge, threatened by any labor union or group of employees which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.14, as of the date hereof, there are no representation proceedings pending or, to any Loan Party’s Borrower'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, and, 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 pending 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 by any Loan Party of any individual, other than any such proceedings, demands for recognition, complaints or charges which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.8, as of the date hereof, there are no consent decrees, judgments, orders, injunctions, arbitral awards or other decisions which have a continuing effect on Borrower or any Loan Party as of its Subsidiaries the date hereof, before any Governmental Authority or any other tribunal (including any arbitral tribunal) which could 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 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 Greystone or any Restricted Subsidiary thereof of its Subsidiaries is pending, or to the Knowledge of Greystone, threatened against or affecting Greystone or any of its Subsidiaries and, since January 1, 2012, there has not been any such action. Except as set forth on Section 3.18 of the Greystone Disclosure Letter, neither Greystone 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 Greystone or any of its Subsidiaries, and no collective bargaining or similar agreement is currently being negotiated by Greystone or any of its Subsidiaries. Except as set forth on Section 3.18 of the Greystone Disclosure Letter, to the Knowledge of Greystone, none of the employees of Greystone or any of its Subsidiaries is represented by any labor organization in connection with their employment with Greystone or any of its Subsidiaries. Except as set forth on Section 3.18 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 Greystone or any of its Subsidiaries has been served on Greystone or any of its Subsidiaries within the past three (3) years, nor, to the Knowledge of Greystone, 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 Greystone, 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 Greystone 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 Greystone Material Adverse Effect, all payments due from any Loan Party each of Greystone 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 (b) is not liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees. Greystone and its Subsidiaries have not, at any time prior to the date that is ninety (90) days before the Closing Date, without fully complying with the notice and other benefits, have been paid or properly accrued in accordance with GAAP requirements of the WARN Act effectuated (A) a “plant closing” (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 defined in the aggregate could reasonably be expected to have a Material Adverse Effect. There are no complaintsWARN Act), unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or affecting any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge site 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 one or more facilities or operating units within any site of employment or facility of any employee of any Loan Party Greystone 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 Greystone 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 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.