Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending orpending, or to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Borrower, threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, there is (ia) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iiic) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower , or its Subsidiaries has incurred (d) any liability or obligation incurred by Parent or any of its Subsidiaries under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party or Subsidiary, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of Borrower, after due inquiryany Loan Party or its Subsidiaries, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries, in each case in clause (a) through (c) above, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied and which would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of Borrower or any Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as could not reasonably be expected to result in a Material Adverse Change, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None Except as could not reasonably be expected to result in a Material Adverse Change, none of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as set forth on Schedule 4.24, there is (ia) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of Borrowers, threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iiic) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower , or its Subsidiaries has incurred (d) any liability or obligation incurred by Parent or any of its Subsidiaries under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower , in each case, that could reasonably be expected to result in the incurrence by any Loan Party or its Subsidiaries of any material liabilities or obligations. No Loan Party and no Subsidiary of any Loan Party has incurred any liability or obligation under resulting directly or indirectly from its breach of any provision of the Worker Adjustment and Retraining Notification Act or similar state law, in an amount that exceeds $1,000,000 in the aggregate at any one time and which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower each Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except in each case to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerany Loan Party, except in each case where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied that reasonably could be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Loan Party, threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Change, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Change, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower or its Subsidiaries any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries any Loan Party which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) except as set forth on Schedule 4.24, to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Borrowers and no Subsidiary of any Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries, in each case, to the extent such events could reasonably be expected to result in a material liability. None Except as set forth on Schedule 4.24, neither Borrower, nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrower or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending (to Borrower’s actual knowledge with respect to Immaterial Subsidiaries) or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after reasonable due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or SES and its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing Affiliates have complied with respect to the employees Transferred Employees in all material respects with all applicable employment and labor laws, including those relating to wages, hours, collective bargaining, discrimination, facility closing notices and the payment of Borrower social security and similar contributions, and are not liable for any arrears of wages or its Subsidiaries and no union organizing activity taking place any material penalties for failure to comply with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirementsforegoing, except to the extent such violations could notfor instances of noncompliance that, individually or in the aggregate, have not been and are not reasonably be expected to result in a Material Adverse Effect. All be material payments due from Borrower or its Subsidiaries on account to the business of wages and employee health and welfare insurance and other benefits have been paid or accrued the Transferred Businesses taken as a liability on whole. There is not pending any, and during the books 12 months preceding the date of Borrowerthis Agreement there has not been any, except where labor strike, dispute, work stoppage or lockout pending, against SES or any of its Affiliates with respect to the failure to do so could notTransferred Employees, other than as, individually or in the aggregate, is not reasonably be expected to result be material to the business of the Transferred Businesses, taken as a whole. None of SES or any of its Affiliates with respect to the Transferred Employees have engaged in any unfair labor practice, and, to the knowledge of SES, there are not any unfair labor practice or similar charges or complaints against any of the Transferred Businesses taken as a Material Adverse Effectwhole pending before any Governmental Entity, in each case that, individually or in the aggregate, is reasonably expected to be material to the business of the Transferred Businesses taken as a whole. To the knowledge of SES, as of the date of this Agreement, no labor organizational campaign is in progress with respect to Transferred Employees and no dispute concerning representation of such employees exists. With respect to the Transferred Employees, there are not any pending charges against any of the Transferred Businesses, or any of their current or former employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices that, individually or in the aggregate, is reasonably expected to be material to the business of the Transferred Businesses taken as a whole. Neither SES nor any of its Affiliates has received written notice during the 12 months preceding the date of this Agreement of the intention of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Transferred Businesses that is reasonably expected, individually or in the aggregate, to be material to the business of the Transferred Businesses taken as a whole.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state or other law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance, employer contributions and employee remittances on account of statutory pension plans and employment insurance and other benefits have been paid or remitted when due or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to result in a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state state, provincial or other applicable law, which remains unpaid or unsatisfied, except to the extent a failure to pay or satisfy such liability or obligation could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerany Loan Party, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied to the extent that such would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Parent and Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Parent or Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that that, individually or in the aggregate, has or could reasonably be expected to result in have a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that that, individually or in the aggregate, has or could reasonably be expected to result in have a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to Material Adverse Effect. Neither Parent nor any of the employees of Borrower or its Subsidiaries. None of Borrower or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state lawLaws, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent where such violations could nothave or would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All material payments due from Borrower Parent or its Restricted Subsidiaries on account of wages and employee health and welfare insurance insurance, employer and employee deductions and premiums and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could notso, individually or in the aggregate, has or would reasonably be expected to result in have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity or any labour negotiation is taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state state, provincial or territorial law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority the National Labor Relations Board that could reasonably be expected to result in a Material Adverse Effect and no grievance or arbitration proceeding pending on the Restatement Effective Date or to the knowledge of Borrowers, threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its SubsidiariesMaterial Adverse Effect. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied except as could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There As of the date hereof, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened in writing against the Par Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened in writing against the Par Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, Material Adverse Effect and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against the Par Borrower or its Restricted Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to Material Adverse Effect. None of the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Par Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, unless such incurrence could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of the Par Borrower or and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from the Par Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Par Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, Borrowers no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. 4.20

Employee and Labor Matters. There Except as would not reasonably be expected to have a Material Adverse Change, there is (ia) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or any of its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of Borrower, after due inquiry, Borrowers no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None No Loan Party or any of Borrower or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and each of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There As of the Closing Date, there is (ia) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None As of Borrower the Closing Date, none of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth on Schedule 4.24, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower. Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of Borrower, threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None Except as could not reasonably be expected to result in a Material Adverse Effect, none of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth in Schedule 4.7(b), there is (i) no unfair labor practice complaint pending or, to the knowledge of Parent and Borrower, threatened against Borrower Parent or its Domestic Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Domestic Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityDomestic Subsidiaries, or (iii) to the knowledge of Parent and Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Domestic Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Domestic Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) to the knowledge of any Borrower, no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened in writing against Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Restricted Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Restricted Subsidiaries. None Neither Borrower nor any of Borrower or its Subsidiaries Restricted Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party or Subsidiary, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of Borrower, after due inquiry, any Loan Party or its Subsidiaries no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries, in each case in clause (a) through (c) above, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied and which would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of Borrower or any Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None Neither Parent nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerthe Loan Parties’, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of the Loan Parties’ threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or to the knowledge of the Loan Parties’ threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerthe Loan Parties’, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state applicable law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers and their Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no formal grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened in writing against Borrower such Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Loan Party, threatened in writing against Borrower such Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiryany Loan Party, no union representation question existing with respect to the employees of Borrower such Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower such Loan Party or its SubsidiariesSubsidiaries except to the extent such question or activity could reasonably be expected to result in a Material Adverse Effect. None of Borrower or No Loan Party nor its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower any Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, the Borrowers threatened in writing against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries (other than employee grievances arising in the ordinary course of business for which reserves in accordance with GAAP (or, with respect to any Loan Party or Subsidiary thereof that is organized under the laws of a country other than the United States, the equivalent of GAAP in such country) have been established on the books of Parent or such Subsidiary) that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquirythe Borrowers and except (x) as otherwise disclosed to Agent in writing from time to time or (y) for ordinary course activities occurring outside of the United States, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied after the date on which such liability or obligation is required to be paid or satisfied under such Act or law. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments payments, contributions, premiums and remittances on account of employee contributions and premiums due from Borrower or Parent and its Subsidiaries on account of wages and employee health and welfare insurance and other benefits benefits, including but not limited to retirement savings arrangements or money purchase pension plan arrangements, (“Employee Benefit and Savings Plans”) have been paid or or, where applicable, accrued as a liability on the books of BorrowerParent in either case in accordance with the terms thereof and Applicable Laws, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All Employee Benefit and Savings Plans have been maintained, funded and administered in material compliance with the terms thereof and in material compliance with Applicable Laws, except for noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied as of the Closing Date. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened in writing against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of any Loan Party, threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or any of its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiryany Loan Party, no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None of Borrower any Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrower and its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied except to the extent any liability or obligation could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, requirements except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The consummation of the transactions contemplated by the 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 is bound.

Employee and Labor Matters. There Except as could not reasonably be expected to result in a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party , threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Loan Party threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, any Loan Party no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, except to the extent such liability could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerLoan Parties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of Borrowereach Loan Party, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any Loan Party or any of its Subsidiaries, other than employee grievances arising in writing against Borrower or its Subsidiaries that the ordinary course of business which could not reasonably be expected to result have, either individually or in the aggregate, a material liability, or Material Adverse Effect and (iii) to the best knowledge of Borrower, after due inquiryany Loan Party or any of its Subsidiaries, no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None No Loan Party nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower any Loan Party or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Person, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, any Borrower no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to result in a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerany Loan Party, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to result in liability. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, as of the Closing Date no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectParent.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerthe Company, threatened against Borrower the Company or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower the Company or its Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower the Company or its Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerthe Company, after due inquiry, no union representation question existing with respect to the employees of Borrower the Company or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower the Company or its Subsidiaries. None of Borrower the Company or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower the Company or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower the Company or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerthe Company, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrower or any other Loan Party, threatened in writing against any Guarantor, the Borrower or its their Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Guarantor, the Borrower or its their Subsidiaries which arises out of or under any collective bargaining agreement and agreement, in each case that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Guarantor, the Borrower or its their Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of any Guarantor, the Borrower or its their Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Guarantor, the Borrower or its their Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state lawstate, or territorial Law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Guarantor, the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Guarantor, the Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerany Guarantor, the Borrower or their Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) except as set forth on Schedule 4.24, to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as set forth on Schedule 4.19, no Loan Party nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining or similar agreement with any union or other labor organization. Except to the extent would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is (i) no unfair labor practice charge or complaint pending or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state or foreign law, which remains unpaid or unsatisfiedunsatisfied which could reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to to, classification of, employees of Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrower and all remittances and withholdings on account of Taxes and employer or employee contribution to benefit plans have been remitted to the applicable Governmental Authority when due, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, except as could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could individually, or in the aggregate with all other such matters, reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could individually, or in the aggregate with all other such matters, reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint or charge pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Restricted Subsidiaries before any Governmental Authority and Authority, (ii) no grievance claim, charge, grievance, demand for arbitration or arbitration proceeding pending or threatened against Borrower Parent or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement or other employment agreement and that could reasonably be expected to result in a material liability, (iiiii) no settlements with any union or employee, or any order or adverse finding against Parent or Restricted Subsidiaries by any arbitrator, grievance hearing officer, the National Labor Relations Board any of its regional directors, attorneys, ALJs or other officers or representatives that has resulted in any outstanding or unresolved bargaining orders, backpay or other monetary damages that could reasonably be expected to cause a Material Adverse Effect, and (iv) no strike, labor dispute, slowdown, stoppage stoppage, interruption or similar any other job action or grievance pending or threatened in writing against Borrower Parent or its Restricted Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Restricted Subsidiaries. None of Borrower the Loan Parties or its any of their Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, or provincial law which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Restricted Subsidiaries on account of wages and wages, employee health and welfare insurance and source deductions, and other benefits have been paid or accrued as a liability on the books of Borrower, Parent except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityliabilities in excess of $500,000, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityliabilities in excess of $500,000, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, except to the extent that the same could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of the Borrower, threatened in writing against Borrower any Credit Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Credit Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and and, in each case, that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Credit Party or any of its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) except as set forth on Schedule 8.24 to the knowledge of the Borrower, after due inquiry, as of the Closing Date no union representation question existing with respect to the employees of Borrower any Credit Party or any of its Domestic Subsidiaries and no material union organizing activity taking place with respect to any of the employees of Borrower any Credit Party or any of its Subsidiaries. None No Credit Party and no Subsidiary of Borrower or its Subsidiaries any Credit Party has incurred any liability or obligation in excess of $500,000 under the Worker Adjustment and Retraining Notification Act or similar state law, which is due and remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Credit Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or each Credit Party and its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Credit Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which law that remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, aggregate be reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Parent or any Borrower, threatened against Borrower Parent or any of its Subsidiaries before any Governmental Authority Authority, and no grievance or arbitration proceeding pending or threatened against Borrower Parent or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, liability or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or any of its Subsidiaries that could reasonably be expected to result in a material liability, liability or (iii) as of the Closing Date, to the knowledge of Parent or any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or any of its Subsidiaries. None Neither Parent nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and each of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There As of the date hereof, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened in writing against the Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened in writing against the Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, Material Adverse Effect and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against the Borrower or its Restricted Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to Material Adverse Effect. None of the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law or Canadian federal or provincial law, which remains unpaid or unsatisfied, unless such incurrence could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of the Borrower or and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries, in each case, to the extent such events could reasonably be expected to result in a material liability. None Neither Parent, nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and and, in each case, that could reasonably be expected to result in a material liabilityMaterial Adverse Change, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Loan Party or any of its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Change, or (iii) except as set forth on Schedule 4.24 (as such Schedule may be updated from time to time by notice from Administrative Borrower to Agent) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Loan Party or any of its Subsidiaries. None No Loan Party and no Subsidiary of Borrower or its Subsidiaries any Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or each Loan Party and its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as set forth on Schedule 4.19, there is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which that arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its SubsidiariesSubsidiaries that has not been disclosed in writing to Agent. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth on Schedule 4.19, there is (i) no unfair labor practice complaint pending or, to the knowledge of the Borrower, threatened against Holdings, the Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Holdings, the Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Holdings, the Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of the Borrower, after due inquiry, no union representation question existing with respect to the employees of Holdings, the Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Holdings, the Borrower or its Subsidiaries, in each case, that could reasonably be expected to result in a Material Adverse Effect. None of Holdings, the Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Holdings, the Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Holdings, the Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Holdings and the Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Loan Party has any liability, including under any Employee Benefit Plan, arising out of the treatment of any service provider as a consultant or independent contractor and not as an employee that could reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There As of the date hereof, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened in writing against the Par Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened in writing against the Par Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, Material Adverse Effect and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against the Par Borrower or its Restricted Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to Material Adverse Effect. None of the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Par Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, unless such incurrence could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of the Par Borrower or and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from the Par Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Par Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. 152

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower , in each case, that could reasonably be expected to result in the incurrence by any Loan Party or its Subsidiaries of any material liabilities or obligations. No Loan Party and no Subsidiary of any Loan Party has incurred any liability or obligation under resulting directly or indirectly from its breach of any provision of the Worker Adjustment and Retraining Notification Act or similar state law, in an amount that exceeds $1,000,000 in the aggregate at any one time and which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower each Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except in each case to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerany Loan Party, except in each case where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.Change. \66176107.6

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge Knowledge of BorrowerParent, threatened against Borrower Parent or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Parent or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or any of its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iii) to the knowledge Knowledge of Borrower, after due inquiryParent, no union representation question existing with respect to the employees of Borrower Parent or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or any of its Subsidiaries. None of Borrower Parent or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of ICD or any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerthe Loan Parties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiryany Loan Party, no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None No Loan Party or any of Borrower or its Subsidiaries or any of their respective ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower any Loan Party or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The consummation of the transactions contemplated by this Agreement and the IGT Note Purchase Agreement will not (i) be a “change of control” under any employment agreement or equity incentive plan and will not accelerate the time of payment or vesting, or increase the amount of compensation (including bonuses) due to any officer, director, consultant or employee of any Loan Party or any of its Subsidiaries, or (ii) result in any compensation award, bonus or remuneration to any Person.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) as of the Closing Date, to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, Material Adverse Effect or (iii) as of the Closing Date, to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iiic) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after reasonable due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityliabilities in excess of $500,000, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityliabilities in excess of $500,000, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its -#PageNum#- Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries, in each case, to the extent such events could reasonably be expected to result in a material liability. None Except as set forth on Schedule 4.24, neither Borrower, nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrower or such Subsidiary, except where the 2323 failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened in writing against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of Borrower, threatened in writing against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and in each case that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to have a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid 81 or unsatisfiedunsatisfied past the applicable payment date or date due. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and the other Loan Parties and their respective Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries any Subsidiary of a Borrower before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries any Subsidiary of a Borrower which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityliability to any Borrower or any Subsidiary of a Borrower, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries any Subsidiary of a Borrower that could reasonably be expected to result in a material liabilityliability to any Borrower or any Subsidiary of a Borrower, or (iii) except as set forth on Schedule 4.19, as of the Closing Date, to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries any Subsidiary of a Borrower and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiariesany Subsidiary of a Borrower. None of any Borrower or its Subsidiaries any Subsidiary of a Borrower has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of the Borrowers and the Subsidiaries of the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries any Subsidiary of a Borrower on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of the Borrower, threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of the Borrower, threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, Material Adverse Effect and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its SubsidiariesMaterial Adverse Effect. None of Borrower any Loan Party or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state state, foreign, or provincial law, which remains unpaid or unsatisfied, except to the extent a failure to pay or satisfy such liability or obligation could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened in writing against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and in each case that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries any Subsidiary of any Borrower before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries any Subsidiary of any Borrower which arises out of or under any collective bargaining agreement and that which has had or could reasonably be expected to result in, either individually or in the aggregate, a material liabilityMaterial Adverse Change, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that any Subsidiary of any Borrower, other than employee grievances arising in the ordinary course of business which could not reasonably be expected to result in, either individually or in the aggregate, a material liability, Material Adverse Change or (iii) as of the Closing Date, to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries any Subsidiary of any Borrower and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiariesany Subsidiary of any Borrower. None As of the Closing Date, no any Borrower or its Subsidiaries any Subsidiary of any Borrower has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Borrower or its Subsidiaries any Subsidiary of any Borrower have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Borrower or its Subsidiaries any Subsidiary of any Borrower on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any Borrower or any Subsidiary of any Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. As of the Closing Date, no Borrower nor any of their respective Subsidiaries is a party to any collective bargaining agreement.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerany Loan Party, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied to the extent that such would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. 122846886v7

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. 4.20 [Reserved]. 4.21

Employee and Labor Matters. There Except as would not reasonably be expected to result in a Material Adverse Effect, there is (ia) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in material violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectmaterial liability.

Employee and Labor Matters. There Except as would not indivi dually or in the aggregate be reasonably expected to have a Material Adverse Effect, t here is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental G overnmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries Subsidi aries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Re training Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Adve rse Effect.. 4.20 [Reserved] .. 4.21 Leases .. Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating,

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining xxxxx ining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. 4.20

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerthe Issuer, threatened in writing against Borrower any Note Party or its Subsidiaries before any Governmental Authority governmental authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Note Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Note Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquirythe Issuer, no union representation question existing with respect to the employees of Borrower any Note Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Note Party or its Subsidiaries. None of Borrower any Note Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Note Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Note Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerthe Note Parties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries that could reasonably be expected to result in a material liabilityliability or in a material disruption to the business of any Loan Party, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Restricted Subsidiaries, other than as set forth on Schedule 4.19. Schedule 4.19 identifies each union to which any employee of any Loan Party or its Restricted Subsidiaries is a party in connection with his/her employment with such Loan Party or Restricted Subsidiary and each collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is a party. None of Borrower any Loan Party or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.