Common use of Labor Matters Clause in Contracts

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

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

Labor Matters. There (i) is no unfair labor practice complaint pending against the Company or any of its Subsidiaries, or to the knowledge of the Company or any of its Subsidiaries, threatened against them before the National Labor Relations Board or any labor relations board or tribunal of any other jurisdiction, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its Subsidiaries or, to the knowledge of the Company or any of its Subsidiaries, threatened against any of them; (ii) are no union organizing activities, and no union representation question exists or, to the knowledge of the Company or any of its Subsidiaries, is threatened with respect to the employees of the Company or any of its Subsidiaries; (iii) are no equal opportunity charges or other claims pending, or to the knowledge of the Company or any of its Subsidiaries, threatened with respect to the employees of the Company or any of its Subsidiaries; and (iv) are no strikes, lockouts, stoppages or slowdowns or other material labor disputes against the Company or any Loan Party of its Subsidiaries pending or, to the knowledge of any Loan PartyBorrower, threatened that that, in the case of clauses (i) through (iv), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The hours Hours worked by and payments payment made to employees of the Loan Parties comply with Company and its Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Requirement of Law dealing with such matters except to that (individually or in the extent that any such violation aggregate) could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from the Company or any Loan Party, or for which any claim may be made against any Loan Party, of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits, have been paid that (individually or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as aggregate) could not reasonably be expected to have a Material Adverse Effect. Except Effect if not paid have been paid or accrued as set forth a liability on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The consummation books of the transactions contemplated by Company or 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectrelevant Subsidiary.

Labor Matters. There As of the Closing Date, there are no strikes, lockouts, lockouts or slowdowns or other material labor disputes against any Loan Party or any of its Subsidiaries pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that strikes, lockouts or slowdowns would not reasonably be expected to result in a Material Adverse Affect. The hours worked by and payments made to employees of any of the Loan Parties and any of their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters to the extent that any such violation could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local Except as set forth on Schedule 3.06(a) or foreign Law dealing with such matters except to the extent that any such violation could liability would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All all payments due from any Loan PartyParty or any Subsidiary thereof, or for which any claim may be made against any Loan PartyParty or any Subsidiary thereof, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse EffectParty or such Subsidiary. Except as set forth on Schedule 5.18 3.14, as of the Closing Date no Loan Party nor any Subsidiary thereof is a party to or bound by any material collective bargaining agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There As of the Closing Date, there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party or any Subsidiary thereof has made a pending demand in writing for recognition in each case which could individually or in recognition. As of the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaintsClosing Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 or any Subsidiary thereof is bound except as could not to the extent that such would be reasonably be expected to have individually or result in the aggregate, a Material Adverse Effect.

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

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

Labor Matters. There are is (a) no strikes, lockouts, slowdowns or other material unfair labor disputes against any Loan Party practice complaint pending or, to the knowledge of any Loan PartyParty or Subsidiary thereof, threatened against any Loan Party or Subsidiary thereof before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or Subsidiary thereof that could reasonably be expected arises out of or under any collective bargaining agreement, (b) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any Loan Party or Subsidiary thereof or (c) to have a Material Adverse Effect. The hours worked by the knowledge of each Loan Party and payments made Subsidiary thereof, no union representation question existing with respect to the employees of any Loan Party or Subsidiary thereof and no union organizing activity taking place with respect to any of the employees of any Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local Party or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse EffectSubsidiary thereof. No Loan Party or Subsidiary thereof or ERISA Affiliate thereof has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state Lawlaw that remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and Subsidiary thereof have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except as to the extent any such violations could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. All material payments due from any Loan Party, Party or for which any claim may be made against any Loan Party, Subsidiary thereof on account of wages and employee health and welfare insurance and other benefits, benefits have been paid or properly accrued in accordance with GAAP as a liability on the books of such that Loan PartyParty or that Subsidiary, except as where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

Labor Matters. There (a) Titanium and its Subsidiaries are no strikesin compliance with all Applicable Laws with respect to labor, lockoutsemployment, slowdowns or other material labor disputes against any Loan Party pending orfair employment practices, to the knowledge terms and conditions of any Loan Partyemployment, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by workers’ compensation, occupational safety and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act health, plant closings, wages and any other applicable federalhours, stateand immigration, local or foreign Law dealing with such matters except to the extent that any such violation could as would not reasonably be expected to have a Titanium Material Adverse Effect. No Loan Party has incurred . (b) Neither Titanium nor any liability of its Subsidiaries is (i) the subject of any pending or, to the Knowledge of Titanium, threatened investigations, audits, complaints, or obligation under proceedings by or before any Governmental Entity involving any applicant for employment, any current or former employee, or any class of the Worker Adjustment and Retraining foregoing; or (ii) the subject of any pending or, to the Knowledge of Titanium, threatened litigation asserting an unfair labor practice (within the meaning of the National Labor Relations Act or similar comparable state Lawlaw) or other violation of state or federal labor law, or seeking to compel Titanium or any of its Subsidiaries to bargain with any labor organization or other employee representative as to wages or conditions of employment, in each case, except as could as, individually or in the aggregate, have not had and would not reasonably be expected to have a Titanium Material Adverse Effect. All payments due from Neither Titanium nor any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party its Subsidiaries is a party to any Collective Bargaining Agreement or bound by any collective bargaining agreement. There are no representation proceedings pending or, subject to any Loan PartyOrder relating to Titanium’s knowledgerelationship or dealings with its employees, threatened to be filed with the National Labor Relations Board, and no any labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party employee representative. As of the date hereof, there is no pending or, to the knowledge Knowledge of Titanium, threatened, strike, slowdown, lockout or other material job Action or labor dispute involving Titanium or any Loan Partyof its Subsidiaries, threatened nor has such event occurred within the past three years. None of Titanium’s or any of its Subsidiaries’ personnel are represented by a labor organization and, to be filed with any Governmental Authority or arbitrator based onthe Knowledge of Titanium, arising out ofas of the date hereof, in connection withthe past three years, there have not been any attempt by employees of Titanium or otherwise relating any of its Subsidiaries or any labor organization or other employee representative to organize or certify a collective bargaining unit or to engage in any other union organization activity with respect to the workforce of Titanium or any of its Subsidiaries. (c) To the Knowledge of Titanium, all of the employees employed in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other Applicable Laws related to United States immigration and Applicable Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed. (d) During the three (3) years prior to the date of this Agreement, neither Titanium nor any of its Subsidiaries has engaged in or termination effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Titanium or any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectits Subsidiaries.

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

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply in all material respects with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse EffectLaw in excess of $50,000. All payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may be made against any Loan PartyParty or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 5.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries, an adverse determination of which could, individually or in the aggregate, could reasonably be reasonably expected to result in have 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. (a) Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldwould not, individually or in the aggregate, be reasonably expected to result in a have an AMID Material Adverse Effect. The consummation , none of the transactions contemplated employees of AMID, AMID GP or any of their respective Subsidiaries is represented in his or her capacity as an employee of AMID, AMID GP or such Subsidiary by any labor organization. None of AMID, AMID GP or any such Subsidiary has recognized any labor organization, nor has any labor organization been elected as the Loan Documents will not give rise to any right of termination or right of renegotiation on the part collective bargaining agent of any union under employees of AMID, AMID GP or any of their respective Subsidiaries, nor has AMID, AMID GP or any such Subsidiary entered into any collective bargaining agreement to or union contract recognizing any labor organization as the bargaining agent of any employees of AMID, AMID GP or any of their respective Subsidiaries. (b) Except for such matters which any Loan Party is bound except as could not reasonably be expected to have would not, individually or in the aggregate, a have an AMID Material Adverse Effect, none of AMID, AMID GP or any of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of AMID, AMID GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of AMID and AMID GP, no such investigation is in progress. Except for such matters which would not have, individually or in the aggregate, an AMID Material Adverse Effect, (i) there are no (and have not been during the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of AMID, AMID GP or any of their respective Subsidiaries, (ii) to the Knowledge of AMID and AMID GP, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against AMID, AMID GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of AMID or AMID GP, threatened against AMID, AMID GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of AMID or AMID GP, threatened with respect to any employees of AMID, AMID GP or any of their respective Subsidiaries. None of AMID, AMID GP or any of their respective Subsidiaries has any liabilities under the WARN Act as a result of any action taken by AMID, AMID GP or any of their respective Subsidiaries that would have, individually or in the aggregate, an AMID Material Adverse Effect. Except for such non-compliance which would not have, individually or in the aggregate, an AMID Material Adverse Effect, AMID, AMID GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Labor Matters. There are no strikesdisputes presently subject to grievance procedure, lockoutsarbitration or litigation under any of the collective bargaining agreements, slowdowns employment contracts or other material labor disputes against employee welfare or incentive plans to which any Loan Party pending oror any Subsidiary thereof is a party, to the knowledge of any Loan Party, threatened that which could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on in Schedule 5.18 6.19, as of the Closing Date, no Loan Party or any Subsidiary thereof is a party to or bound by any collective bargaining agreement. There agreement or other contract with a labor union or labor organization and there are no representation proceedings pending orstrikes, lockouts, work stoppages or slowdowns, or jurisdictional disputes or organizing activities occurring or threatened. No Loan Party or any of its Subsidiaries or 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 any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition or its Subsidiaries have not been in each case which could individually or in violation of the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges Fair Labor Standards Act or any other claims or complaints against any Loan Party pending orapplicable legal requirements, except to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldextent such violations could not, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to be material. All payments due from 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, a Material Adverse Effectreasonably be expected to be material.

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

Labor Matters. (a) There are no strikes, lockoutswork stoppages, slowdowns or lockouts pending or, to the Credit Parties' knowledge, threatened against or involving any Credit Party, other material labor disputes than those which in the aggregate have no Material Adverse Effect. (b) There are no arbitrations or grievances pending against or involving any Loan Credit Party, nor are there any arbitrations or grievances, to any Credit Party's knowledge, threatened involving any Credit Party, other than those which, in the aggregate, if resolved adversely to a Credit Party, would have no Material Adverse Effect. (c) There is no organizing activity involving any Credit Party pending or, to the knowledge of any Loan Credit Party's knowledge, threatened that could reasonably be expected to by any labor union or group of employees, other than those which in the aggregate have a no Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Credit Party’s 's knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Credit Party has made a pending demand for recognition in each case recognition, other than those which could individually or in the aggregate be reasonably expected to result in a have no Material Adverse Effect. . (d) There are no complaints, unfair labor practice practices charges, grievances, arbitrations, unfair employment practices charges or any other claims grievances or complaints pending or in process or, to each Credit Party's knowledge, threatened by or on behalf of any employee or group of employees of any Credit Party, other than those which in the aggregate, if adversely determined, would have no Material Adverse Effect. (e) There are no complaints or charges against any Loan Credit Party pending or, to the knowledge of any Loan each Credit Party's knowledge, threatened to be filed with any Governmental Authority Federal, state, local or foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Credit Party of any employee of any Loan Party individual, other than those which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to if resolved adversely, would have individually or in the aggregate, a no Material Adverse Effect. (f) Each Credit Party is in compliance with all laws, and all orders of any court, Governmental Authority or arbitrator, relating to the employment of labor, including, without limitation, all such laws relating to wages, hours, collective bargaining, discrimination, civil rights, and the payment of withholding and/or social security and similar taxes, except for such non-compliances that in the aggregate have no Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns Neither the Delaware Company nor any of ------------- its Subsidiaries is the subject of any material proceeding asserting that it or other material any of its Subsidiaries has committed an unfair labor disputes against practice or seeking to compel it to bargain with any Loan Party labor union or labor organization nor is there pending or, to the knowledge of any Loan Partythe Delaware Company, threatened that could reasonably be expected to in writing, nor has there been for the past five years, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Delaware Company or any of its Subsidiaries, except in each case as would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Delaware Company. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state LawAdditionally, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from disclosed in Section 3.21 of the Delaware Company Disclosure Schedule, (a) neither the Delaware Company nor any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party its Subsidiaries is a party to or bound by any collective bargaining agreement. There are , (b) there is no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges complaint against the Delaware Company or any other claims or complaints against any Loan Party of its Subsidiaries pending or, to the knowledge of any Loan Partythe Delaware Company, threatened to be filed with before the National Labor Relations Board that would, if adversely determined against the Delaware Company or any Governmental Authority of its Subsidiaries, have a material adverse effect on the Delaware Company, (c) there is no labor strike or arbitrator based onorganized slow down or stoppage actually pending or, arising out of, in connection with, or otherwise relating to the employment knowledge of the Delaware Company, threatened against the Delaware Company or termination any of employment its Subsidiaries which involves the employees of the Delaware Company or any employee of its Subsidiaries and which would have a material adverse effect on the Delaware Company, (d) no private agreement restricts the Delaware Company or any Loan Party which couldof its Subsidiaries from relocating, closing or terminating any of its operations or facilities, and (e) except for plant closings or layoffs that, individually or in the aggregate, be reasonably expected to result in would not have 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 material adverse effect on the part Delaware Company, neither the Delaware Company nor any of its Subsidiaries has implemented any union under any collective bargaining agreement to which any Loan Party is bound except as plant closing or layoff of employees that could not reasonably be expected to have individually require notification under the Worker Adjustment Retraining and Notification Act of 1988, as amended, or in any similar state or local Law or regulation and no such layoffs will be implemented before the aggregate, a Material Adverse EffectEffective Time.

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

Labor Matters. (a) No labor organization or group of Service Providers of any Party or its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of such Party, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There are are, and since the Applicable Date have been, no strikes, work stoppages, slowdowns, lockouts, slowdowns material arbitrations or material grievances, or other material labor disputes against any Loan Party pending or, to the knowledge Knowledge of any Loan such Party, threatened that could against or involving any Party or any of their respective Subsidiaries. No Party or its Subsidiaries is subject to or bound by any collective bargaining agreement or other Contract with, and no employee of any Party or its Subsidiaries are represented by (with respect to their employment by such Party or its Subsidiaries), any labor union, works council, or other labor organization or employee representative. To the Knowledge of such Party, there are, and since the Applicable Date have been, no union organizing activities pending or threatened with respect to employees of any Party or its Subsidiaries. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The hours worked by Effect on such Party, (i) each Party and payments made to its Subsidiaries are, and since the Applicable Date have been, in compliance in all material respects with all applicable Laws respecting labor, employment standards, workers’ compensation, terms and conditions of employment, employment and employment practices, the termination of employment, wages and hours, classification of employees as exempt or non-exempt, immigration, equal employment opportunities (including the prevention of sexual harassment), the Loan Parties comply with the Fair Labor Standards Act provision of meal and rest breaks, pay for all working time, classification of independent contractors, employee training and notices, affirmative action, COVID-19, unemployment insurance, and occupational safety and health, and (ii) no Party or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment WARN Act that remains unsatisfied. (c) Except as would not have, and Retraining Act or similar state Law, except as could would not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Partyhave, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse EffectEffect on such Party, there have been no written or other formal claims or investigations of harassment, discrimination, retaliation or similar actions against any senior manager, officer or director of such Party or its Subsidiaries at any time since the Applicable Date. (d) To the Knowledge of such Party, since the Applicable Date, no allegations of sexual harassment have been made to such Party or its Subsidiaries against any individual in his or her capacity as a Service Provider to such Party or its Subsidiaries at a level of Senior Vice President or above.

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

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

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

Labor Matters. There As of the Closing Date, there are no strikes, lockouts, slowdowns strikes or lockouts or any other material labor disputes against the Borrower or any Loan Party Subsidiary pending or, to the knowledge of any Loan Partythe Borrower, threatened that threatened. Except as could not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. The , (a) the hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment matters, and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All (b) all payments due from the Borrower or any Loan Party, or for which any claim may be made against any Loan Party, Subsidiary on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary. There is no organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened by any labor union or group of employees, except as could those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledgethe knowledge of the Borrower, threatened to be filed with the National Labor Relations Mediation Board, and no labor organization or group of employees of the Borrower or any Loan Party Subsidiary has made a pending demand for recognition in each case which could individually or recognition, except those that, in the aggregate aggregate, would not reasonably be reasonably expected to result in have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges against the Borrower or any other claims or complaints against any Loan Party Subsidiary pending or, to the knowledge of any Loan Partythe Borrower, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party which couldindividual, individually or except those that, in the aggregate, be reasonably 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 except as could would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

Labor Matters. There (a) Other than the Employer Entities, no MEB Group Entity has any employees or any Liabilities with respect to any former employees. No Employer Entity is a party to any collective bargaining agreement or other labor union contract applicable to Acquired Business Employees, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect any Employer Entity; (b) there are no controversies, strikes, lockouts, slowdowns or other material labor disputes against any Loan Party work stoppages pending or, to the knowledge of any Loan PartySeller’s Knowledge, threatened that could reasonably be expected between any Employer Entity and any of their respective employees, and no Employer Entity has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) no Employer Entity has materially breached or otherwise failed to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act provisions of any collective bargaining or union contract, and there are no material grievances outstanding against any other Employer Entity under any such agreement or contract; (d) there are no unfair labor practice complaints pending against any Employer Entity before any Governmental Authority or any current union representation questions involving employees of any Employer Entity; (e) each Employer Entity is materially in compliance with all applicable federal, state, local or foreign Law dealing with such matters except Laws relating to the extent that any such violation could not reasonably be expected employment of labor, including those related to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under wages, hours, collective bargaining and the Worker Adjustment payment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account withholding of wages and employee health and welfare insurance Taxes and other benefitssums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Acquired Business Employees and is not liable for any arrears of wages, have been Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) each Employer Entity has paid in full to all their respective employees or properly adequately accrued for in accordance with GAAP as a liability PRC GAAP, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on the books behalf of such Loan Partyemployees; (g) there is no claim with respect to payment of wages, except as could not reasonably be expected salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to have a Material Adverse Effect. Except as set forth on Schedule 5.18 any Person who is or has been an Acquired Business Employee within the past three years; (h) no Loan Party Employer Entity is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or bound by any collective bargaining agreement. There are employment practices; (i) there is no representation proceedings pending or, charge or proceeding with respect to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees a violation of any Loan Party occupational safety or health standard that has made a pending demand for recognition in each case which could individually been asserted or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party is now pending or, to the knowledge of any Loan PartySeller’s Knowledge, threatened with respect to be filed with any Employer Entity; and (j) there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Seller’s Knowledge, threatened before any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or jurisdiction in the aggregate, be reasonably 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 except Employer Entity has employed or currently employs any Person. No Employer Entity has misclassified an Acquired Business Employee as could not reasonably be expected a non-employee with respect to have individually Tax withholding or in the aggregate, a Material Adverse Effectprovision of benefits.

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

Labor Matters. There In each instance set forth in this Section 5.1.16, except for those matters which are not reasonably likely to result in a Material Adverse Change, (a) there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The threatened, (b) the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, provincial, territorial, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No matters, (c).no Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All (d) all payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may be made against any Loan PartyParty or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, (e) except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 5.1.16, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement. There , management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement, (f) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There recognition, (g) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority Official Body or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldor any of its Subsidiaries, individually or in and (h) the aggregate, be reasonably 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

Labor Matters. There are no strikes, lockouts, slowdowns (a) Except as has not had or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldhave, individually or in the aggregate, be reasonably expected to result in a Company Material Adverse Effect. The consummation , the Company and its Subsidiaries are, and since January 1, 2017 have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, sexual misconduct, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of taxes. (b) Neither the transactions contemplated by Company nor any of its Subsidiaries is, or since January 1, 2017 has been, a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement, and there have not been any, and to the Loan Documents will not give rise Company’s knowledge there are no threatened, organizational campaigns, card solicitations, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any right of termination current or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound except former Service Provider. Except as could has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice complaints pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any current or former Service Provider with respect to the Company or its Subsidiaries. There is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries. (c) The Company and each of its Subsidiaries is, and has been since January 1, 2017, in material compliance with WARN and has no liabilities or other obligations thereunder. Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have any material liability or other obligation following the Closing Date under WARN.

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

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

Labor Matters. There (a) Except as would not, individually or in the aggregate, have a SXE Material Adverse Effect, none of the employees of SXE, SXE GP or any of their respective Subsidiaries is represented in his or her capacity as an employee of SXE, SXE GP or such Subsidiary by any labor organization. None of SXE, SXE GP or any such Subsidiary has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of SXE, SXE GP or any of their respective Subsidiaries, nor has SXE, SXE GP or any such Subsidiary entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees of SXE, SXE GP or any of their respective Subsidiaries. (b) Except for such matters which would not, individually or in the aggregate, have a SXE Material Adverse Effect, none of SXE, SXE GP or any of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of SXE, SXE GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of SXE and SXE GP, no such investigation is in progress. Except for such matters which would not have, individually or in the aggregate, a SXE Material Adverse Effect, (i) there are no strikes(and have not been during the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of SXE, lockoutsSXE GP or any of their respective Subsidiaries, slowdowns (ii) to the Knowledge of SXE and SXE GP, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against SXE, SXE GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other material than routine individual grievances) or labor disputes against any Loan Party arbitration proceeding pending or, to the knowledge Knowledge of any Loan PartySXE or SXE GP, threatened that could reasonably be expected against SXE, SXE GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to have a Material Adverse Effect. The hours worked by and payments made the Knowledge of SXE or SXE GP, threatened with respect to any employees of the Loan Parties comply with the Fair Labor Standards Act and SXE, SXE GP or any other applicable federalof their respective Subsidiaries. None of SXE, state, local SXE GP or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party of their respective Subsidiaries has incurred any liability or obligation liabilities under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP 1988 (the “WARN Act”) as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees result of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaintsaction taken by SXE, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges SXE GP or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldtheir respective Subsidiaries that would have, individually or in the aggregate, be reasonably expected to result in a SXE Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will Except for such non-compliance which would not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound except as could not reasonably be expected to have have, individually or in the aggregate, a SXE Material Adverse Effect, SXE, SXE GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. (a) Except as set forth on Schedule 5.18 4.16, there are no strikes, work stoppages, slowdowns or lockouts pending, or reasonably likely to occur in the immediate future, against or involving any Loan Party or any of its Subsidiaries, other than those which in the aggregate would have no Material Adverse Effect. (b) Except as set forth on Schedule 4.16, there are no arbitrations or grievances pending against or involving any Loan Party or any of its Subsidiaries, nor, to the best knowledge of the Loan Parties and their Subsidiaries, are there any arbitrations or grievances threatened involving any Loan Party or any of its Subsidiaries, other than those which in the aggregate would have no Material Adverse Effect. (c) Except as set forth on Schedule 4.16, as of the Effective Date, no Loan Party is a party to or bound by any of its Subsidiaries are parties to, or have any obligations under, any collective bargaining agreement. There . (d) Except as set forth on Schedule 4.16, as of the Effective Date, there are no representation proceedings pending or, to any Loan Party’s knowledgethe best knowledge of the Borrower, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has or any of its Subsidiaries have made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. recognition. (e) There are no complaints, unfair labor practice charges, grievancesgrievances or complaints pending or in process or, arbitrationsto the best knowledge of the Borrower, unfair employment practices charges threatened by or on behalf of any employee or group of employees of any Loan Party or any of its Subsidiaries other claims than those which in the aggregate would have no Material Adverse Effect. (f) Except as set forth on Schedule 4.16, there are no complaints or complaints charges against any Loan Party or any of its Subsidiaries pending or, to the best knowledge of any Loan Partythe Borrower, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of by any Loan Party or any of its Subsidiaries of any individual, other than those which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to aggregate would have individually or in the aggregate, a no Material Adverse Effect. (g) Each Loan Party and each of its Subsidiaries are in compliance with all laws, and all orders of any court, governmental agency or arbitrator, relating to the employment of labor, including all such laws relating to wages, hours, collective bargaining, discrimination, civil rights, and the payment of withholding and/or social security and similar taxes, other than such non-compliances as in the aggregate would have no Material Adverse Effect.

Labor Matters. There (a) Except as, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect: (i) there are no strikes, lockouts, slowdowns strikes or other material labor disputes against the Borrower or any Loan Party of its Restricted Subsidiaries pending or, to the knowledge of any Loan Partythe Borrower, threatened that could reasonably be expected to have a Material Adverse Effect. The in writing; (ii) hours worked by and payments payment made to employees of the Loan Parties comply with Borrower or any of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment matters; and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All (iii) all payments due from the Borrower or any Loan Party, or for which any claim may be made against any Loan Party, of its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effectthe relevant party. Except as set forth disclosed on Schedule 5.18 5.14, as of the Restatement Effective Date no Loan Party is a party to or bound by any collective bargaining agreement or, with respect to any Foreign Subsidiary, any similar agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to To the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not to the extent that such would be reasonably be expected to have individually or result in the aggregate, a Material Adverse Effect. (i) The IBT Agreement is in full force and effect and (ii) other than as contemplated by the IBT Transactions, the IBT Agreement has not been amended, waived or otherwise modified in any respect materially adverse to the Borrower and its Subsidiaries (taken as a whole). For purposes of this Section 5.14(b), it is understood that the resolution in the ordinary course of business of an employee grievance seeking to enforce the IBT Agreement terms will not be deemed to constitute an amendment, waiver or other modification to the IBT Agreement.

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

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

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could threatened. Except as would not reasonably be expected to have result in a Material Adverse Effect. The , the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 6.18 no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldor any of its Subsidiaries, individually or in the aggregate, except as would not reasonably be reasonably 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

Labor Matters. There are no strikes(a) Partnership, lockoutsthe Partnership Subsidiaries and the Partnership JVs are, slowdowns and since January 1, 2018 have been, in compliance with all applicable Laws of any federal, state or other material labor disputes against local government or any Loan Party pending orsubdivision thereof or of any foreign government respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including but not limited to the knowledge Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, labor relations, employee leave issues, wage and hour standards, classification of any Loan Partyworkers, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by occupational safety and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act health requirements and any other applicable federalunemployment insurance and related matters, state, local or foreign Law dealing with such matters except to the extent that where any such violation could failure to be in compliance has not had, or would not reasonably be expected to have have, individually or in the aggregate, a Material Partnership Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Impact. (b) Except as set forth on in Schedule 5.18 no Loan Party 3.13(b) of the Partnership Disclosure Letter neither General Partner, the Partnership, nor any Partnership JV or any Partnership Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to agreement (including any Loan Party’s knowledge, threatened to be filed such agreement applicable at a national or industry-wide level) or relationship with the National Labor Relations Board, and no any labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. United States or any works council or employee representative body outside of the United States. (c) There are is no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party charge pending or, to the knowledge of any Loan Partythe Partnership, threatened which if determined adversely to Partnership or any of its Subsidiaries or the Partnership JVs would reasonably be filed with expected to have a Partnership Adverse Impact. Neither Partnership nor any Governmental Authority Partnership Subsidiary or arbitrator based onPartnership JV is subject to a pending or, arising out of, in connection with, or otherwise relating to the employment knowledge of Partnership, threatened, labor dispute, strike, lockout, slowdown, walkout or termination of employment of any employee of any Loan Party which couldwork stoppage, except as has not had and would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to result a Partnership Adverse Impact, nor has Partnership, any of its Subsidiaries or any Partnership JV experienced any such labor dispute, strike, slowdown, walkout or work stoppage since January 1, 2018. Other than as set forth in a Material Adverse Effect. The consummation Schedule 3.13(c) of the transactions contemplated by Partnership Disclosure Letter, to the Loan Documents will not give rise to any right knowledge of termination Partnership, there are no organizational campaigns, petitions or right of renegotiation on the part other activities or proceedings of any union under any labor union, workers’ council or labor organization seeking recognition of a collective bargaining agreement unit with respect to, or otherwise attempting to represent, any of the employees of Partnership or any of its Subsidiaries or the Partnership JVs or to compel Partnership or any of its Subsidiaries or the Partnership JVs to bargain with any such labor union, works council or labor organization presently being made or threatened, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of Partnership or any of its Subsidiaries or Partnership JVs, nor has the Partnership, any of its Subsidiaries or any Partnership JV experienced any such labor activity since January 1, 2018, except for those the formation of which any Loan Party is bound except as could has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Partnership Adverse EffectImpact. (d) The Transactions contemplated by this Agreement (including under the GP Purchase Agreement) will not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees of Partnership or any of its Subsidiaries or Partnership JVs, except for where the failure to obtain any such consent or make any such advance notifications has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the businesses of Partnership, each Partnership Subsidiary and each Partnership JV are, and since January 1, 2018 have been conducted in compliance with all applicable Laws pertaining to the privacy, data protection and information security of employee information.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effectmatters. No Loan Party nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 6.18 no Loan Party nor any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could recognition. Except as would not reasonably be expected to result, individually or in the aggregate be reasonably expected to result aggregate, in a Material Adverse Effect. There , there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effectany of its Subsidiaries. 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

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

Labor Matters. There are Except as set forth on Disclosure Schedule 3.7: (a) no strikes, lockouts, slowdowns work stoppages or other material labor disputes against any Loan Party pending orexist, are pending, or to the knowledge of any Loan PartyBorrower, threatened that could threatened, against any Borrower, except those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The ; (b) hours worked by and payments payment made to employees of the Loan Parties each Borrower to such Borrower’s knowledge, comply with the Fair Labor Standards Act and any other applicable each federal, state, local or foreign Law dealing with law applicable to such matters except to the extent that any such violation noncompliance could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred ; (c) there is no organizing activity involving any liability Borrower pending or, to any Borrower’s knowledge, threatened by any labor union or obligation under group of employees, that, in the Worker Adjustment and Retraining Act or similar state Lawaggregate, except as could not would reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There ; (d) there are no representation proceedings pending or, to any Loan PartyBorrower’s knowledge, threatened to be filed with the National Labor Relations Mediation Board, and no labor organization or group of employees of any Loan Party Borrower has made a pending demand for recognition in each case which could individually or recognition, that, in the aggregate aggregate, would reasonably be reasonably expected to result in have a Material Adverse Effect. There ; and (e) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges or any other claims or complaints against any Loan Party Borrower pending or, to the knowledge of any Loan PartyBorrower’s knowledge, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Borrower of any employee of any Loan Party which couldindividual, individually or that, in the aggregate, would reasonably be reasonably expected to result in have 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 Disclosure Schedule 3.7 sets forth each domestic collective bargaining agreement to which any Loan Party Borrower is bound except as could not reasonably be expected a party or to which any Borrower is otherwise bound, and the Borrowers have individually or in the aggregate, a Material Adverse Effectdelivered true and complete copies of all such agreements to Administrative Agent.

Labor Matters. There are no strikes(a) Each of Parent and its Subsidiaries has complied with all applicable requirements of law which relate to prices, lockoutswages, slowdowns or other material labor disputes against any Loan Party pending orhours, discrimination in employment and collective bargaining and to the knowledge operation of its business and is not liable for any Loan Partyarrears of wages or any withholding Taxes or penalties for failure to comply with any of the foregoing, threatened that could except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Parent. The hours worked by Neither Parent nor any of its Subsidiaries is a party to any collective bargaining agreement or labor Contract, and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that Knowledge of Parent, there are currently no union organizing activities related to Parent or any such violation could not of its Subsidiaries. Neither Parent nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for Parent or any of its Subsidiaries (the “Parent Business Personnel”), and neither Parent nor any of its Subsidiaries has received written notice of any unfair labor practice charge or complaint against Parent or any of its Subsidiaries by the National Labor Relations Board or any comparable state agency pending or threatened in writing with respect to the Parent Business Personnel, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred Effect on Parent. (b) There is (i) no labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of Parent, threatened against or affecting Parent or any liability of its Subsidiaries that could interfere with the respective business activities of Parent or obligation under the Worker Adjustment and Retraining Act or similar state Lawany of its Subsidiaries, except as could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All payments due from Effect on Parent and (ii) no pending or, to the Knowledge of Parent, threatened employee or governmental claim or investigation regarding employment matters, including any Loan Partycharges to the Equal Employment Opportunity Commission or state employment practice agency or investigations regarding Fair Labor Standards Act or similar state law or other wage and hour compliance, or for which any claim may be made against any Loan Party, on account audits by the Office of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyFederal Contractor Compliance Programs, except as could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth Effect on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse EffectParent.

Labor Matters. (a) Hurricane and the Hurricane Subsidiaries are in compliance with all applicable Laws of the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including but not limited to the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers' compensation, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters, except where any such failure to be in compliance has not had, or would not reasonably be expected to have, individually or in the aggregate, a Hurricane Material Adverse Effect. (b) There are is no strikes, lockouts, slowdowns or other material unfair labor disputes against any Loan Party practice charge pending or, to the knowledge of any Loan PartyHurricane, threatened that could which if determined adversely to Hurricane or any of its Subsidiaries would reasonably be expected to have a Hurricane Material Adverse Effect. The hours worked by and payments made Neither Hurricane nor any Hurricane Subsidiary is subject to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan PartyHurricane, threatened threatened, labor dispute, strike, slowdown, walkout or work stoppage, except as has not had and would not reasonably be expected to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldhave, individually or in the aggregate, be reasonably expected to result in a Hurricane Material Adverse Effect, nor has Hurricane or any of its Subsidiaries experienced any such labor dispute, strike, slowdown, walkout or work stoppage in the past three (3) years. The consummation Other than the agreements with labor organizations Hurricane is a party to as of the transactions contemplated by date hereof, to the Loan Documents will not give rise to any right knowledge of termination Hurricane, there are no organizational campaigns, petitions or right of renegotiation on the part other activities or proceedings of any union under any labor union, workers' council or labor organization seeking recognition of a collective bargaining agreement unit with respect to, or otherwise attempting to represent, any of the employees of Hurricane or any of its Subsidiaries or to compel Hurricane or any of its Subsidiaries to bargain with any such labor union, works council or labor organization presently being made or threatened, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of Hurricane or any of its Subsidiaries, except for those the formation of which any Loan Party is bound except as could has not had and would not reasonably be expected to have have, individually or in the aggregate, a Hurricane Material Adverse Effect. (c) The transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees of Hurricane or any of its Subsidiaries, except for where the failure to obtain any such consent or make any such advance notifications has not had and would not reasonably be expected to have, individually or in the aggregate, a Hurricane Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Hurricane Material Adverse Effect, the businesses of Hurricane and each Hurricane Subsidiary are being conducted in compliance with all applicable Laws pertaining to the privacy, data protection and information security of employee information.

Labor Matters. There Except as set forth on Schedule 3.16, ------------- there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party controversies pending or, to the knowledge of any Loan Partythe Company, threatened that could between the Company or any of its Subsidiaries and any of their respective employees, which controversies are reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries taken as a whole. The hours worked Neither the Company nor any of its Subsidiaries is involved in or threatened with any material labor dispute, grievance or litigation relating to labor, safety or discrimination matters involving any person employed by the Company or any of its Subsidiaries, including, without limitation, charges of unfair labor practices or discrimination complaints. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act or similar such legislation of foreign jurisdictions in a manner that would be reasonably likely to have a material adverse effect on the Company and payments made its Subsidiaries taken as a whole. Except as set forth in Schedule 3.16, neither the Company nor any of its Subsidiaries is presently a party to, or bound by, any collective bargaining agreement or union contract with respect to any persons employed by the Company or any of its Subsidiaries, and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any knowledge of any strikes, slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of the Loan Parties comply Company or any of its Subsidiaries, and there have been no such strikes, slowdowns, work stoppages or lockouts within the past three years. The Company and each of its Subsidiaries is in compliance in all material respects with the Fair Labor Standards Act all laws, regulations and any other applicable federal, state, local or foreign Law dealing with such matters except orders relating to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under workers' compensation and the Worker Adjustment and Retraining Notification Act or similar state Lawsuch legislation of foreign jurisdictions, except as could where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, material adverse effect on account of wages the Company and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP its Subsidiaries taken as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectwhole.

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

Labor Matters. There As of the First Amendment Effective Date, there are no strikes, lockouts, lockouts or slowdowns or other material labor disputes against any Loan Party pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that could strikes, lockouts or slowdowns would not reasonably be expected to have result in a Material Adverse EffectAEffect. The hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could reasonably be expected to have a Material Adverse Effect. Except for Disclosed Matters and to the extent that such liability would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All all payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. As of the First Amendment Effective Date, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in recognition. As of the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaintsFirst Amendment Effective Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not to the extent that such would be reasonably be expected to have individually or result in the aggregate, a Material Adverse Effect.

Labor Matters. There are (a) Except as set forth on Schedule 4.11: (i) there is no strikeslabor strike, lockoutsdispute, slowdowns slowdown, work stoppage or other material labor disputes against any Loan Party lockout pending or, to the best knowledge of any Loan PartyFRI, threatened that against or affecting FRI or any FRI Subsidiary that, singly or in the aggregate, could be reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made Effect on FRI and, during the past five years, there has not been any such action; (ii) no union claims to represent the employees of the Loan Parties comply with the Fair Labor Standards Act and FRI or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that FRI Subsidiary; (iii) neither FRI nor any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party FRI Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending oror similar agreement with any labor organization, or work rules or practices agreed to with any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employee association applicable to employees of FRI or any Loan Party FRI Subsidiary; (iv) neither the employees of FRI nor any FRI Subsidiary are represented by any labor organization, and neither FRI nor any FRI Subsidiary has made a pending demand for recognition in each case which could individually any knowledge of any current union organizing activities among the employees of FRI or in the aggregate be reasonably expected any FRI Subsidiary, nor to result in a Material Adverse Effect. There their best knowledge does any question concerning representation exist concerning such employees; (v) there are no complaintswritten personnel policies, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges rules or procedures applicable to employees of FRI or any other claims FRI Subsidiary; (vi) FRI and the FRI Subsidiaries are not engaged in any ULP; and there is no ULP charge or complaints complaint against FRI or any Loan Party FRI Subsidiary pending or, to the best knowledge of any Loan PartyFRI, threatened to be filed with any Governmental Authority before the NLRB; (vii) there is no grievance or arbitrator based on, arbitration proceeding arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 or other grievance procedure relating to which FRI or any Loan Party FRI Subsidiary; (viii) no charges with respect to or relating to FRI or any FRI Subsidiary are pending before the EEOC; and there are no pending or, to the best knowledge of FRI, threatened wage and hour claims filed against FRI or any of the FRI Subsidiaries with any Governmental Authority; (ix) to the knowledge of FRI and the FRI Subsidiaries, no Governmental Authority responsible for the enforcement of Applicable Employment Laws intends to conduct an investigation with respect to or relating to FRI or any of the FRI Subsidiaries and no such investigation is bound except in progress; (x) there are no pending OSHA citations relating to FRI or any of the FRI Subsidiaries and, to the best knowledge of FRI, OSHA has not threatened to file any citation; (xi) there is no pending investigation of, or complaint pending against, FRI or any of the FRI Subsidiaries by the Office of Federal Contract Compliance Programs or any similar state agency; (xii) there are no Proceedings pending or, to the best knowledge of FRI, threatened against, and no Person has alleged breach of any express or implied contract of employment or of any Applicable Employment Law by, FRI or any FRI Subsidiary; and (xiii) there are no employment contracts or severance agreements with any employees of FRI or the FRI Subsidiaries. (b) Since the enactment of the WARN Act, FRI and its Subsidiaries have not effectuated (i) a "plant closing" (as could not reasonably be expected to have individually or defined in the aggregateWARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of FRI or any FRI Subsidiary, or (ii) a Material Adverse Effect"mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of FRI or any FRI Subsidiary; nor has FRI or any FRI Subsidiary been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.

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

Labor Matters. There are no strikesAs of the date of this Agreement, lockouts, slowdowns Section 3.19 of the Cedar Disclosure Letter sets forth a true and complete list of all collective bargaining or other material labor disputes against union contracts applicable to any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of Cedar or any of the Loan Parties comply with Cedar Subsidiaries. To the Fair Labor Standards Act and any other applicable federalKnowledge of Cedar, stateas of the date of this Agreement, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of Cedar or any Loan Party Cedar Subsidiary has made a pending demand for recognition in each case which could or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of Cedar, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or threatened against or involving Cedar or any Cedar Subsidiary. None of Cedar or any of the Cedar Subsidiaries has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract applicable to any employees of Cedar or any of the Cedar Subsidiaries, except for any breaches, failures to comply or disputes that, individually or in the aggregate aggregate, have not had and would not reasonably be reasonably expected to result in have a Cedar Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges written grievances or any other claims or written complaints against any Loan Party pending outstanding or, to the knowledge Knowledge of any Loan PartyCedar, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, that individually or in the aggregate, be reasonably 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 has had or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound except as could not would reasonably be expected to have individually or in the aggregate, a Cedar Material Adverse Effect. Cedar has made available to Pine true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of Cedar or any Cedar Subsidiary (the “Cedar CBAs”). Except as otherwise set forth in the Cedar CBAs, neither Cedar nor any Cedar Subsidiary (a) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) or (b) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any Cedar Benefit Plan.

Labor Matters. There As of the Closing Date, there are no strikes, lockouts, lockouts or slowdowns or other material labor disputes against any Loan Party pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that could strikes, lockouts or slowdowns would not reasonably be expected to have result in a Material Adverse EffectAffect. The hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could reasonably be expected to have a Material Adverse Effect. Except for Disclosed Matters and to the extent that such liability would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All all payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 5.14, as of the Closing Date no Loan Party nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There As of the Closing Date, there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in recognition. As of the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaintsClosing Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not to the extent that such would be reasonably be expected to have individually or result in the aggregate, a Material Adverse Effect.

Labor Matters. There (a) The Borrower and each Restricted Subsidiary is in material compliance with all requirements of all Employment Laws and there are no strikesactions, lockoutssuits, slowdowns proceedings, claims, disputes, charges, or other material labor disputes against any Loan Party investigations pending or, to the knowledge of the Loan Parties, threatened, at law, in equity, in arbitration or before any Loan PartyGovernmental Authority, by or against the Borrower or any Restricted Subsidiary relating to Employment Laws that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.19(b), (i) there are no collective bargaining agreements covering the employees of the Borrower or any Restricted Subsidiary; (ii) there are no strikes, walkouts, stoppages or slowdowns or other organized labor disputes against the Borrower or any Restricted Subsidiary pending or, to the Borrower’s knowledge, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. The hours worked by ; (iii) there are no unfair labor practice charges pending or threatened against the Borrower or any Restricted Subsidiary before any Governmental Authority and payments made to employees no material grievance or arbitration proceeding pending or threatened against the Borrower or any Restricted Subsidiary which arises out of or under any collective bargaining agreement that (individually or in the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation aggregate) could not reasonably be expected to have a Material Adverse Effect. No Loan Party ; and (iv) no labor organization or group of employees has incurred made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any liability other labor relations tribunal or obligation authority. (c) The employees of the Borrower and each Restricted Subsidiary have been paid all wages and other compensation due as required under any Contractual Obligation, the Worker Adjustment and Retraining Fair Labor Standards Act of 1938, as amended, or similar state Law, except as any other applicable Law dealing with such matters that (individually or in the aggregate) could not reasonably be expected to have a Material Adverse EffectEffect if not paid. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, the Borrower and each Restricted Subsidiary on account of wages and any workers’ compensation program, unemployment insurance program, or employee health and welfare insurance and other benefits, have been paid that (individually or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as aggregate) could not reasonably be expected to have a Material Adverse EffectEffect if not paid have been paid or accrued as a liability on the books of the Borrower and its Restricted Subsidiaries. Except as set forth on Schedule 5.18 no Loan Party is a party to Neither the Borrower nor any Restricted Subsidiary has incurred any material liability or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with obligations under the National Labor Relations Board, Worker Adjustment and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges Retraining Notification Act or any other claims similar Law, which remains unpaid or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectunsatisfied.

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

Labor Matters. There are no strikes(a) Bemis and the Bemis Subsidiaries are, lockoutsand since the Applicable Date, slowdowns have been, in compliance with all applicable Laws respecting labor, employment and employment practices, including those relating to terms and conditions of employment, wages and hours, occupational safety and health, immigration, employment discrimination, sexual harassment, disability rights or other material benefits, equal opportunity, redundancies, mass layoffs, plant closures, affirmative action, workers’ compensation, labor disputes against any Loan Party pending orrelations, to the knowledge employee leaves of any Loan Partyabsence, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by worker and payments made to employees employee classification, payment and withholding of the Loan Parties comply with the Fair Labor Standards Act employment-related Taxes, and any other applicable federalunemployment insurance, state, local or foreign Law dealing with such matters except to the extent that where any such violation could failure to be in compliance has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Bemis Material Adverse Effect. Except as set forth has not had, and would not reasonably be expected to have, individually or in the aggregate, a Bemis Material Adverse Effect, since the Applicable Date: (i) Bemis and its Subsidiaries have fully and timely paid all wages, salaries, prevailing wages, commissions, bonuses, fees, and other compensation which have come due and payable to their current and former employees and independent contractors under applicable Law, contract, or company policy; and (ii) each individual who has provided services to Bemis or its Subsidiaries was properly classified and treated as an independent contractor, consultant, or other service provider for all applicable purposes. (b) Except where such agreements or representation are imposed on Schedule 5.18 no Loan Party all employers in a particular industry or location by applicable Law, (i) neither Bemis nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending oragreement or other Contract with any labor union, to any Loan Party’s knowledgeworks council, threatened to be filed with the National Labor Relations Board, and no or other labor organization (“Labor Organization”) and (ii) no employee of Bemis or group any of employees of any Loan Party has made its Subsidiaries is represented by a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected Labor Organization with respect to result in a Material Adverse Effect. such employment. (c) There are is no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party charge pending or, to the knowledge of any Loan PartyBemis, threatened against Bemis or any of its Subsidiaries. Neither Bemis nor any Bemis Subsidiary is subject to be filed an actual, pending or, to the knowledge of Bemis, threatened, labor dispute, strike, slowdown, walkout or work stoppage, nor has Bemis or any of its Subsidiaries experienced any such labor dispute, strike, slowdown, walkout or work stoppage since the Applicable Date. To the knowledge of Bemis, there are, and since the Applicable Date have been no organizational campaigns, petitions or other activities or proceedings of any Labor Organization seeking recognition of a collective bargaining unit with any Governmental Authority or arbitrator based on, arising out of, in connection withrespect to, or otherwise relating attempting to represent, any of the employees of Bemis or any of its Subsidiaries or to compel Bemis or any of its Subsidiaries to bargain with any such Labor Organization. To the knowledge of Bemis, there are, and since the Applicable Date have been, no actual or threatened organizational efforts with respect to the employment or termination formation of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 unit or Labor Organization decertification activities involving employees of Bemis or any Loan Party is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectof its Subsidiaries.

Labor Matters. There Except as set forth in Schedule 3.17, within the last five (5) years Percon and its subsidiaries have not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with its business. Except to the extent set forth in Schedule 3.17, (a) Percon and its subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (b) there are no strikes, lockouts, slowdowns unfair labor practice charges or other material labor disputes complaints against any Loan Party Percon and its subsidiaries pending or, to the knowledge of any Loan PartyPercon's knowledge, threatened that could would have a Material Adverse Effect; (c) there is no labor strike, slowdown or stoppage actually pending or, to Percon's knowledge, threatened against or affecting Percon and its subsidiaries nor, to Percon's knowledge, any secondary boycott with respect to products of Percon and its subsidiaries; (d) Percon is not aware of any question concerning representation or, to Percon's knowledge, threats respecting the employees of Percon and its subsidiaries; (e) no grievance that may reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees , nor any arbitration proceeding arising out of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent under collective bargaining agreement that any such violation could not may reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred , is pending and no such claim therefor exists; and (f) there are no administrative charges or court complaints against Percon and its subsidiaries concerning alleged employment discrimination or other employment related matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effectgovernmental entity. Except as set forth on Schedule 5.18 no Loan Party 3.17, neither Percon nor any of its subsidiaries is a party to or bound by any labor agreement, collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization union contract or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectsimilar agreement.

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

Labor Matters. (a) With respect to the Business, Seller and each of its Affiliates is currently (and for the past 3 years has been) in compliance, in all material respects, with all Applicable Laws regarding employment, including Applicable Laws regarding practices, terms and conditions of employment, wage and hour, compensation, equal pay, affirmative action (including E.O. No. 11246), discrimination, equal employment opportunity, workers’ compensation and occupational health and safety, privacy and protection of personal information and data, payments of social or social security and similar Taxes and obligations (contractual or otherwise). (b) With respect to the Business, Seller and each of its Affiliates is currently (and for the past 3 years has been) in compliance, in all material respects, with all Applicable Laws regarding labor matters. With respect to the Business, neither Seller nor any of its Affiliates is (nor for the past 18 months has been) engaged in any unfair labor practice. There are no strikesis not (and during the past 18 months there has not been) any unfair labor practice complaint or charge against, lockoutsSeller or any of its Affiliates, slowdowns or other material labor disputes against any Loan Party of their respective Representatives, pending or, to the knowledge of any Loan PartySeller, threatened that could before the National Labor Relations Board or other Governmental Authority with respect to the Business or any Business Employee. (c) There is not (and during the past 18 months there has not been) any labor strike or material dispute, lockout, slowdown, work stoppage or other similar action or incident pending or, to the knowledge of Seller, threatened or reasonably be expected anticipated, against or involving the Business. (d) Schedule 3.18(d) sets forth each collective bargaining, representation, works council, labor or other agreement with a trade or national union, works council or other employee representative group and any binding customs or practices with respect to have a Material Adverse Effect. The hours worked by and payments made to employees any of the Loan Parties comply with the Fair Labor Standards Act and foregoing applicable to any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse EffectBusiness Employee. Except as set forth on Schedule 5.18 3.18(d), no Loan Party union is a party currently certified or otherwise represents any Business Employee, and there is no union representation question or other organizational activity pending (or to or bound by any collective bargaining agreement. There are no representation proceedings pending orthe knowledge of Seller, threatened) that would be subject to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges Act (20 U.S.C. §151 et seq.) or any similar Applicable Law with respect to any Business Employee or the operations of the Business. (e) No grievance, arbitration or other claims Legal Proceeding exists or complaints against any Loan Party is pending or, to the knowledge of any Loan PartySeller, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, of or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 or other agreement of the Business with a trade or national union, works council or other employee representative group. There is no Legal Proceeding pending or, to which the knowledge of Seller, threatened relating to any Loan Party is bound except employment, workplace safety, pay equality or employment discrimination matters involving any Business Employee. (f) Within the preceding 90 days, neither Seller nor any of its Affiliates has effectuated (i) a “plant closing” (as could not reasonably be expected to have individually or defined in the aggregateWARN Act) affecting any site of employment or facility of Seller or any of its affiliates where Business Employees are employed or (ii) a “mass layoff” (as defined in the WARN Act). (g) Other than as set forth in this Section 3.18 (Labor and Employment Matters), a Material Adverse EffectSection 3.05 (Noncontravention), Section 3.06 (Financial Information; Undisclosed Liabilities) and Section 3.10 (Litigation), Seller does not make any representation or warranty with respect to the matters addressed in this Section 3.18.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could threatened. Except as would not reasonably be expected to have result, individually or in the aggregate, in a Material Adverse Effect. The , the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effectmatters. No Loan Party nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 6.18 no Loan Party nor any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could recognition. Except as would not reasonably be expected to result, individually or in the aggregate be reasonably expected to result aggregate, in a Material Adverse Effect. There , there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effectany of its Subsidiaries. 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

Labor Matters. There (a) None of the employees of MLP, MLP GP, MLP Managing GP or any of their respective Subsidiaries is represented in his or her capacity as an employee of MLP, MLP GP or such Subsidiary by any labor organization. None of MLP, MLP GP, MLP Managing GP or any such Subsidiary has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of MLP, MLP GP, MLP Managing GP or any of their respective Subsidiaries, nor has MLP, MLP GP, MLP Managing GP or any such Subsidiary entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees of MLP, MLP GP, MLP Managing GP or any of their respective Subsidiaries. (b) Except for such matters which would not have, individually or in the aggregate, an MLP Material Adverse Effect, none of MLP, MLP GP, MLP Managing GP or any of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of MLP, MLP GP, MLP Managing GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of MLP and MLP GP, no such investigation is in progress. Except for such matters which would not have, individually or in the aggregate, an MLP Material Adverse Effect, (i) there are no strikes(and have not been during the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of MLP, lockoutsMLP GP, slowdowns MLP Managing GP or any of their respective Subsidiaries, (ii) to the Knowledge of MLP and MLP GP, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against MLP, MLP GP, MLP Managing GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other material than routine individual grievances) or labor disputes against any Loan Party arbitration proceeding pending or, to the knowledge Knowledge of any Loan PartyMLP or MLP GP, threatened that could reasonably be expected against MLP, MLP GP, MLP Managing GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to have a Material Adverse Effect. The hours worked by and payments made the Knowledge of MLP or MLP GP, threatened with respect to any employees of the Loan Parties comply with the Fair Labor Standards Act and MLP, MLP GP, MLP Managing GP or any other applicable federalof their respective Subsidiaries. None of MLP, stateMLP GP, local MLP Managing GP or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party of their respective Subsidiaries has incurred any liability or obligation liabilities under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP 1988 (the “WARN Act”) as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees result of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaintsaction taken by MLP, unfair labor practice chargesMLP GP, grievances, arbitrations, unfair employment practices charges MLP Managing GP or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldtheir respective Subsidiaries that would have, individually or in the aggregate, be reasonably expected to result in a an MLP Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will Except for such non-compliance which would not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound except as could not reasonably be expected to have have, individually or in the aggregate, a an MLP Material Adverse Effect, MLP, MLP GP, MLP Managing GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Labor Matters. There are (a) As of the date hereof, none of Arch or the Arch Transferred Subsidiaries is party to any collective bargaining agreement or similar agreement with a labor organization, works council, union or association applicable to the Arch Business Employees. (b) With respect to the Arch Business: (i) there is no strikes, lockouts, slowdowns unfair labor practice charge or other material labor disputes complaint against Arch or any Loan Party of its Affiliates pending or, to the knowledge Knowledge of any Loan PartyArch, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with before the National Labor Relations Board, and ; (ii) there is no labor organization strike, slowdown or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party stoppage actually pending or, to the knowledge Knowledge of Arch, threatened against or affecting Arch or any of its Affiliates; (iii) there are no activities or proceedings by any labor union or other employee representative organization to organize any Arch Business Employees and no demand for recognition as the exclusive bargaining representative of any Loan Party, threatened to be filed Arch Business Employees has been made by or on behalf of any labor or similar organization; (iv) Arch and its Affiliates have complied in all material respects with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating all applicable Laws pertaining to the employment or termination of employment of any employee the Arch Business Employees, including all applicable Laws relating to labor relations, equal employment opportunities fair employment practices, prohibited discrimination, applicable information and consultation obligations, occupational safety and health standards, terms and conditions of any Loan Party which couldemployment, payment of wages, workers’ compensation, immigration and visa requirements and other similar employment activities; and (v) except as have not had and would not reasonably be expected to have, individually or in the aggregate, be reasonably expected to result in a an Arch Material Adverse Effect. The consummation , there is no Proceeding pending or, to the Knowledge of Arch, threatened by an Arch Business Employee relating to such applicable Laws. (c) Within the last three months, there has not been any plant closing, relocation of work or mass layoff (in each case, within the meaning of the transactions contemplated WARN Act) or term of similar import under any applicable similar Law with respect to the Arch Business Employees. To the extent that, after the Closing, the JV Company operates the Arch Business in the same manner operated by Arch and its Affiliates during the Loan Documents six-month period prior to the Closing, the JV Company will not give rise incur any liability or obligation under the WARN Act. (d) The representations and warranties in this Section 5.15 are the exclusive representations and warranties by Arch relating 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectlabor matters.

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

Labor Matters. (a) Except as set forth in Section 3.12(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement with any labor union or labor organization. There are is no strikeslabor dispute, lockoutsstrike, slowdowns work stoppage or other material labor disputes against any Loan Party pending lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any Loan Partyemployees of the Company or any of its Subsidiaries, threatened that could except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. . (b) Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldwould not, individually or in the aggregate, reasonably be reasonably expected to result in a Material Adverse Effect. The consummation any material liability to the Company or any of its Subsidiaries, neither the transactions contemplated by the Loan Documents will not give rise Company nor any of its Subsidiaries has any liability with respect to any right of termination or right of renegotiation on the part misclassification of any union under Person as an independent contractor rather than as an “employee,” with respect to any collective bargaining agreement Company Employee leased from another employer or with respect to which any Loan Party is bound except Company Employee currently or formerly classified as could not reasonably be expected to have exempt from overtime wages. (c) Except as would not, individually or in the aggregate, a Material Adverse Effectreasonably be expected to result in any material liability to the Company or any of its Subsidiaries, the Company and each of its Subsidiaries is and has been in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act (together with any similar state or local Law, the “WARN Act”), any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters, and no claims relating to non-compliance with the foregoing are pending or, to the Company’s knowledge, threatened. Except as would not, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any of its Subsidiaries, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Letter, to the knowledge of the Company, since January 1, 2017, (i) no allegations, claims or reports of sexual harassment, misconduct, discrimination or retaliation have been made to the Company or any of its Subsidiaries against or in respect of any executive officer, senior vice president, director or manager of the Company and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations, claims or reports of sexual harassment, misconduct, discrimination or retaliation by any Company Employee.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply in all material respects with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may could reasonably be expected to be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 6.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining or similar agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could recognition. Except as would not reasonably be expected to result, individually or in the aggregate be reasonably expected to result aggregate, in a Material Adverse Effect. There Effect or as set forth on Schedule 6.18, there are no material complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effectany of its Subsidiaries. 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

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

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

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. (a) Except as set forth on Schedule 5.18 no Loan Party is a party to 6.24(a), none of MITI, any of its United States subsidiaries nor any of the Joint Venture Entities has any material obligations, contingent or bound by otherwise, under any employment or consulting agreement (except if and as set forth in the schedules hereto), collective bargaining agreementagreement or other contract with a labor union or other labor or employee group. There are no representation proceedings efforts presently being made or, to MITI's knowledge, threatened by or on behalf of any labor union with respect to employees of MITI, any United States subsidiary of MITI or any of the Joint Venture Entities. No unfair labor practice complaint against MITI is pending or, to any Loan Party’s MITI's knowledge, threatened to be filed with before the National Labor Relations Board, and ; there is no labor organization strike, dispute, slowdown or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party stoppage pending or, to the knowledge of any Loan PartyMITI's knowledge, threatened to be filed with against or involving MITI, any Governmental Authority United States subsidiary of MITI or arbitrator based onany of the Joint Venture Entities; no collective bargaining representation question exists respecting the employees of MITI, any United States subsidiary of MITI or any of the Joint Venture Entities; no grievance or internal or informal complaint exists under any collective bargaining agreement, no arbitration proceeding arising out of, in connection with, of or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 is pending and no claim therefor has been asserted; no collective bargaining agreement is currently being negotiated by MITI, any Loan Party is bound United States subsidiary of MITI or any of the Joint Venture Entities; and none of MITI, any United States subsidiary of MITI or any of the Joint Venture Entities has experienced any labor difficulty, except as could to each of the foregoing, any matter which would not reasonably be expected to have individually or in the aggregate, a MITI Material Adverse Effect. (b) In the last three years, neither MITI nor any of its United States subsidiaries has effectuated, nor will MITI or any of its United States subsidiaries at any time before the Effective Time, effectuate (i) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of MITI or its subsidiaries; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of MITI or its subsidiaries; nor has MITI or its United States subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.

Labor Matters. There are no strikes(a) Part 3.15(a) of the Company Disclosure Schedule sets forth a true, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge complete and correct list of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to all employees of the Loan Parties comply Acquiring Companies along with each such employee’s position, hire date, 2015 actual compensation and annual rate of compensation for 2016 (including base salary and the Fair Labor Standards Act and target amount of any bonuses to which such employee may be eligible). (b) No employee of an Acquiring Company is currently represented by a labor union or other applicable federal, state, local or foreign Law dealing representative body with such matters except respect to the extent that any such violation could not reasonably be expected to have a Material Adverse Effectemployee’s employment with an Acquiring Company. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party Acquiring Company is a party to or bound by any collective bargaining agreementagreement or other agreement with any labor organization, works council, or other representative body with respect to any employee of an Acquiring Company; there are no collective bargaining agreements or other agreements with a labor union, works council or other employee representative organization otherwise applicable or binding on an Acquiring Company pursuant to Legal Requirements; and no such arrangement is presently being negotiated by any Acquiring Company. There are no representation proceedings pending ororganizing activities, to any Loan Party’s knowledgestrikes, threatened to be filed with the National Labor Relations Boardmaterial grievances, and no labor organization or group claims of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice chargespractices or other collective bargaining disputes, grievancespending, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Partythe Company, threatened to be filed against or involving an Acquiring Company, and there have not been any such activities, strikes, grievances, claims or disputes in the last three (3) years. (c) The Acquiring Companies are in compliance in all material respects with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise all Legal Requirements relating to employment practices, terms and conditions of employment, and the employment or termination of employment former, current, and prospective employees, individual independent contractors and “leased employees” (within the meaning of any employee Section 414(n) of any Loan Party which could, individually or the Code in the aggregateUnited States and other Legal Requirements in any jurisdiction in which the Acquiring Companies employ interim employees), be reasonably expected including all such Legal Requirements and contracts relating to result in a Material Adverse Effect. The consummation wages, hours, collective bargaining, classification of employees, employment discrimination, immigration, disability, civil rights, fair labor standards, occupational safety and health, and workers’ compensation, and have timely prepared and, as applicable, filed all employment-related forms (including United States Citizenship and Immigration Services Form I-9) to the transactions contemplated extent required 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectrelevant Governmental Body.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. (a) Except as set forth on Schedule 5.18 no Loan Party in Section 4.13(a) of the Danube Disclosure Letter, (i) neither Danube nor any Danube Subsidiary is a party to to, or bound by by, any collective bargaining agreementagreement or other Contract with a Union (each a “Labor Agreement”), (ii) neither Danube nor any Danube Subsidiary is, as of the date of this Agreement, negotiating a Labor Agreement, and (iii) no employee of Danube or any Danube Subsidiary is represented by a Union with respect to their employment therewith. There are no representation proceedings pending orNeither Danube nor any Danube Subsidiary is subject, or has been subject in the three (3)-year period preceding the date of this Agreement, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, an unfair labor practice chargesor other labor Proceeding or a labor dispute, grievancesstrike, arbitrationsgrievance, unfair employment practices charges lockout or any other claims or complaints against any Loan Party pending orwork stoppage, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldexcept as would not, individually or in the aggregate, be reasonably expected materially adverse to result Danube and its Subsidiaries, taken as a whole. Except as set forth in a Material Adverse Effect. The consummation Section 4.13(a) of the transactions contemplated by Danube Disclosure Letter, to the Loan Documents will not give rise knowledge of Danube, as of the date hereof, there are no organizational efforts with respect to any right the formation of termination or right of renegotiation on the part of any union under any a collective bargaining agreement unit or Labor Agreement presently being made or threatened involving employees of Danube or any Danube Subsidiary. Danube and its Subsidiaries are in material compliance with all Labor Agreements to which Danube or a Danube Subsidiary is a party or bound and are not engaged in any Loan Party is bound except as could not disputes with any Unions that would reasonably be expected to have be, individually or in the aggregate, materially adverse to Danube and its Subsidiaries, taken as a Material Adverse Effectwhole. (b) Except as set forth in Section 4.13(b) of the Danube Disclosure Letter, the Transactions have not required and will not require the consent of, advice of, consultation with, or advance notification to, any Unions with respect to employees of Danube or any Danube Subsidiary. (c) Except as would not reasonably be expected to, individually or in the aggregate, be materially adverse to Danube and its Subsidiaries, taken as a whole, neither Danube nor any of the Danube Subsidiaries has, or in the last three (3) years has had, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988, as amended, or any similar Law (each a “WARN Act”) or the Fair Labor Standards Act of 1938, Title VII of the Civil Rights Act of 1964, or the Americans with Disabilities Act of 1990, each as amended, or any other Law relating to labor or employment, including as relates to hiring, worker classification, human rights, pay equity, equal employment opportunity, benefits, compensation, immigration, identity and employment eligibility verification, harassment, wages hours, background checks, terms or conditions of employment, occupational safety and health, workers’ compensation, privacy, accommodations, notices, collective bargaining, discipline, or termination of employment. Except as would not reasonably be expected to, individually or in the aggregate, be materially adverse to Danube and its Subsidiaries, taken as a whole, Danube and the Danube Subsidiaries are, and in the past three (3) years have been, in material compliance with all Laws relating to labor, employment and/or employment practices, including all applicable Laws relating to hiring, background checks, sexual harassment training, wages, hours, overtime, pay equity, immigration, employment eligibility verification, collective bargaining, labor relations, employment discrimination, harassment, retaliation, privacy, whistleblowing, disability rights and benefits, sick time, leaves of absences, safety and health, COVID-19, terminations, plant closures and mass layoffs, workers’ compensation, and classification of exempt employees, temporary employees, outsourced employees, independent contractors and other non-employee workers. All independent contractors, leased employees and exempt employees of Danube and the Danube Subsidiaries have been paid all compensation owed, except as would not reasonably be expected to, individually or in the aggregate, be materially adverse to Danube and its Subsidiaries, taken as a whole. (d) In the last three (3) years, no claims or threatened claims of sexual harassment or other discriminatory harassment, discrimination or retaliation have been brought to the attention of Danube or any Danube Subsidiary: (i) against any member of the executive group of Danube or any current senior manager of Danube or any Danube Subsidiary; or (ii) no claims regarding any such conduct have been made against Danube or a Danube Subsidiary, except as did not and would not reasonably be expected to result in a material liability to, or materially and adversely affect the reputation, finances or operations of, Danube or a Danube Subsidiary. (e) In the past three (3) years, Danube and the Danube Subsidiaries have not implemented or effectuated any “plant closing” or “mass layoff” (as such terms are defined in an applicable WARN Act) or other employment decision that triggered notice requirements under an applicable WARN Act. In the past twelve (12) months, Danube and the Danube Subsidiaries have not carried out any layoff, furlough, or hours or pay reduction that, if continued, would constitute an “employment loss” (as such term is defined in any applicable WARN Act), and that, in the aggregate, collectively or together with other employment losses, would constitute a “plant closing” or “mass layoff” under an applicable WARN Act, except as would not reasonably be expected to, individually or in the aggregate, be materially adverse to Danube and its Subsidiaries, taken as a whole.

Labor Matters. (a) Cyclone and the Cyclone Subsidiaries are in compliance with all applicable Laws of the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including but not limited to the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers' compensation, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters, except where any such failure to be in compliance has not had, or would not reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect. (b) There are is no strikes, lockouts, slowdowns or other material unfair labor disputes against any Loan Party practice charge pending or, to the knowledge of any Loan PartyCyclone, threatened that could which if determined adversely to Cyclone or any of its Subsidiaries would reasonably be expected to have a Cyclone Material Adverse Effect. The hours worked by and payments made Neither Cyclone nor any Cyclone Subsidiary is subject to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan PartyCyclone, threatened threatened, labor dispute, strike, slowdown, walkout or work stoppage, except as has not had and would not reasonably be expected to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldhave, individually or in the aggregate, be reasonably expected to result in a Cyclone Material Adverse Effect, nor has Cyclone or any of its Subsidiaries experienced any such labor dispute, strike, slowdown, walkout or work stoppage in the past three (3) years. The consummation Other than the agreements with labor organizations Cyclone is a party to as of the transactions contemplated by date hereof, to the Loan Documents will not give rise to any right knowledge of termination Cyclone, there are no organizational campaigns, petitions or right of renegotiation on the part other activities or proceedings of any union under any labor union, workers' council or labor organization seeking recognition of a collective bargaining agreement unit with respect to, or otherwise attempting to represent, any of the employees of Cyclone or any of its Subsidiaries or to compel Cyclone or any of its Subsidiaries to bargain with any such labor union, works council or labor organization presently being made or threatened, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of Cyclone or any of its Subsidiaries, except for those the formation of which any Loan Party is bound except as could has not had and would not reasonably be expected to have have, individually or in the aggregate, a Cyclone Material Adverse Effect. (c) The transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees of Cyclone or any of its Subsidiaries, except for where the failure to obtain any such consent or make any such advance notifications has not had and would not reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect, the businesses of Cyclone and each Cyclone Subsidiary are being conducted in compliance with all applicable Laws pertaining to the privacy, data protection and information security of employee information.

Labor Matters. There Except as set forth in Schedule 3.10, there are no strikes, lockouts, slowdowns material strikes or other material labor disputes against the Borrower or any Loan Party of its Domestic Subsidiaries that are pending or, to the knowledge of any Loan PartyBorrower’s knowledge, threatened that which could reasonably be expected to have a Material Adverse Effect. The hours Hours worked by and payments payment made to employees of the Loan Parties comply with Borrower or any of its Domestic Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation which could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All material payments due from the Borrower or any Loan Party, or for which any claim may be made against any Loan Party, of its Domestic Subsidiaries on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effectthe Borrower or any of its Domestic Subsidiaries. Except as set forth on in Schedule 5.18 no Loan Party is a party to or bound by 3.10, neither the Borrower nor any of its Domestic Subsidiaries has any material obligation under any collective bargaining agreement, management agreement, or any employment agreement, and a correct and complete copy of each agreement listed on Schedule 3.10 has been provided to the Agent. There is no material organizing activity involving the Borrower or any of its Domestic Subsidiaries pending or, to the Borrower’s knowledge, threatened by any labor union or group of employees. Except as set forth in Schedule 3.5, there are no representation proceedings pending or, to any Loan Partythe Borrower’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or any similar Governmental Authority, and no labor organization or group of employees of the Borrower or any Loan Party of its Domestic Subsidiaries has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There recognition, and there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges against the Borrower or any other claims of its Domestic Subsidiaries pending or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority federal, state, local or foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any of its Domestic Subsidiaries of any employee of any Loan Party individual, which couldproceedings, individually demands, complaints or in the aggregate, be reasonably 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 except as charges could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

Labor Matters. There As of the Fourth ARCA Effective Date, there are no strikes, lockouts, lockouts or slowdowns or other material labor disputes against any Loan Party Wireline Company pending or, to the knowledge of any Loan Partythe Borrower, threatened that could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with Wireline Companies have not violated the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters matters, except to the extent that any such violation could where it would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred As of the Fourth ARCA Effective Date, there is no organizing activity involving the Borrower or any liability Subsidiary pending or, to the knowledge of the Borrower or obligation under the Worker Adjustment and Retraining Act any Subsidiary, threatened by any labor union or similar state Lawgroup of employees, except as could those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All payments due from As of the Fourth ARCA Effective Date, there are no representation proceedings pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened with the National Mediation Board, and no labor organization or group of employees of the Borrower or any Subsidiary has made a pending demand for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Partyrecognition, except as could those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with material complaints or charges against the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges Borrower or any other claims or complaints against any Loan Party Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party which couldindividual, individually or except those that, in the aggregate, would not reasonably be reasonably expected to result in have a Material Adverse Effect. The consummation of the transactions contemplated by Transactions and the Loan Documents Directories Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to by which any Loan Party Wireline Company is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

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

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

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with Except for such matters except to the extent that any such violation could which would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its subsidiaries has received written notice during the past two years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of Parent or any of its subsidiaries and, to the knowledge of Parent, no such investigation is in progress. Except for such matters which would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) there are no (and have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any employees of Parent or any of its subsidiaries (“Parent Employees”), (ii) to the knowledge of Parent, there is no (and has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against Parent or any of its subsidiaries, (iii) there is no (and has not been during the two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its subsidiaries, (iv) there is no (and has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent Employees, and (v) Parent and its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither Parent nor any of its subsidiaries has any liabilities under the WARN Act and the regulations promulgated thereunder or any similar state or local law as a result of any action taken by Parent that would have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its subsidiaries is a party to any collective bargaining agreements. Except as would not have, individually or in the aggregate a Parent Material Adverse Effect, all individuals that have been or that are classified by Parent as independent contractors have been and are correctly so classified, and none of such individuals could reasonably be classified as an employee of Parent.

Labor Matters. There are no strikesExcept as set forth on Schedule 5.14, lockoutsand except as would not, slowdowns individually or other material labor disputes against any Loan Party pending orin the aggregate, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint or Litigation pending or, to the Company’s Knowledge, threatened in writing against the Company or any Subsidiary; (ii) there is no labor dispute, slowdown, strike, lockout, work stoppage or other collective labor action actually pending or, to the Company’s Knowledge, threatened in writing, against or affecting the Company or any Subsidiary; (iii) there has been no “mass layoff” or “plant closing” covered by the Worker Adjustment and Retraining Notification (WARN) Act or any applicable state or local law concerning mass layoffs and/or plant closures within the last year with respect to which the Company or a Subsidiary, as applicable, has not given the notice required by, or otherwise complied with, the WARN Act or similar state or local law; (iv) no labor grievance, nor any arbitration proceeding arising out of or under collective bargaining agreements to which the Company or any Subsidiary is a party, is pending or, to the Company’s Knowledge, threatened in writing; and (v) there are no administrative charges or court complaints or Litigation against the Company or any Subsidiary concerning alleged employment discrimination or other employment-related matters pending or, to the Company’s Knowledge, threatened in writing before the U.S. Equal Employment Opportunity Commission or any other Governmental Entity. The hours worked by and payments made Company has no Knowledge of any actual activity or proceeding of any labor organization (or representative thereof) to organize any unorganized employees of the Loan Parties comply with the Fair Labor Standards Act and Company or any other applicable federal, state, local Subsidiary or foreign Law dealing with such matters except to the extent that of any such violation could activity or proceeding which has been threatened in writing. Except as would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Lawhave, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect, the Company and the Subsidiaries are in compliance with all applicable collective bargaining agreements and all applicable Laws relating to employment and employment practices, occupational health and safety, pay equity, wages, hours and terms and conditions of employment.

Labor Matters. There are (a) Except as set forth in Schedule 4.14, (i) no strikes, lockoutswork stoppages, slowdowns or other material labor disputes or grievances against the Company or any Loan Party of its Subsidiaries are pending or, to the knowledge of any Loan PartyCompany’s knowledge, threatened that threatened, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees , (ii) none of the Loan Parties comply with the Fair Labor Standards Act and Company or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party its Subsidiaries is a party to or bound by any collective bargaining agreement. There agreement and none of them has any knowledge of any pending or threatened effort to organize any of their employees, (iii) there are no representation proceedings pending or, to any Loan Partythe Company’s knowledge, threatened to be filed with before the National Labor Relations Board, and no labor organization or group of employees of the Company or any Loan Party of its Subsidiaries has made a pending demand for recognition recognition, (iv) neither the Company nor any of its Subsidiaries is engaged in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, any unfair labor practice charges, grievances, arbitrations, unfair or discriminatory employment practices charges practice and no complaint of any such practice against the Company or any other claims or complaints against any Loan Party pending of its Subsidiaries has been filed or, to the best knowledge of any Loan Partythe Company and its Subsidiaries, threatened to be filed with or by the National Labor Relations Board, the Equal Employment Opportunity Commission or any Governmental Authority other administrative agency, federal or arbitrator based onstate, arising out ofthat regulates labor or employment practices, nor has any grievance been filed or, to the best knowledge of the Company and its Subsidiaries, threatened to be filed, against the Company or any of its Subsidiaries by any employee pursuant to any collective bargaining or other employment agreement to which the Company or any such Subsidiary is a party or is bound, and (v) the Company and its Subsidiaries are in connection withcompliance with the Fair Labor Standards Act and all other applicable federal, or otherwise state, local and foreign Requirements of Law relating to the employment or termination of employment of any employee of any Loan Party which couldlabor, except such non-compliance as individually or and in the aggregate, be reasonably 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 except as aggregate could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect. (b) Schedule 4.14 sets forth a true and complete list of all employees representing executive management of the Company and its Subsidiaries and all independent contractors or consultants hired or engaged by the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the employment of all Persons and officers employed by the Company and each of its Subsidiaries in connection with the preceding sentence is terminable at will without any penalty or severance obligation of any kind on the part of the employer. Except as set forth on Schedule 4.14, all sums due for employee compensation and benefits and all vacation time owing to any employees of any of the Company and its Subsidiaries have been duly and adequately accrued on the accounting records of the Company and its Subsidiaries. (c) None of the Company or its Subsidiaries has knowledge that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interests of the Company and its Subsidiaries or that would conflict with the Company’s or its Subsidiaries’ business as proposed to be conducted.

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

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

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

Labor Matters. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable statutes, laws, rules, orders and regulations respecting employment, employment practices, terms, conditions and classifications of employment, employee safety and health, immigration status and wages and hours, and in each case, with respect to employees/independent contractors (i) are not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (ii) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees/independent contractors (other than routine payments to be made in the normal course of business and consistent with past practice), except, in each case, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect. There are no strikesactions, lockoutsgrievances, slowdowns investigations, suits, claims, charges or other material labor disputes administrative matters pending, or, to the knowledge of the Company, threatened or reasonably anticipated against the Company or any Loan Party of its Subsidiaries relating to any employees/independent contractors which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. There are no pending or, to the knowledge of any Loan Partythe Company, threatened that could or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any workers’ compensation policy or long term disability policy except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could Except as would not reasonably be expected to have a Company Material Adverse Effect, there are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened by or on behalf of any employee/independent contractor against the Company or its Subsidiaries, including charges of unfair labor practices. No Loan Party work stoppage, slowdown, lockout or labor strike against the Company or any of its Subsidiaries is pending as of the date of this Agreement, or to the knowledge of the Company threatened nor has there been any such occurrence for the past three years. Neither the Company nor any of its Subsidiaries is party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities by any labor unions to organize such employees. Within the past year, neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act WARN or any similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Boardlocal law that remains unsatisfied, and no labor organization terminations prior to the Closing Date shall result in unsatisfied liability or group obligation under WARN or any similar state or local law. No employee/independent contractor of the Company or any of its Subsidiaries has experienced an employment loss, as defined by the WARN Act or any similar applicable state or local law requiring notice to employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in event of a Material Adverse Effect. There are no complaintsclosing or layoff, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, within ninety days prior to the knowledge date of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectthis Agreement.

Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with Except where such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred : (a) no strikes, work stoppages, slowdowns, lockouts or other labor disputes against any liability of Holdings or obligation under its Subsidiaries are pending or, to any Credit Party's knowledge, threatened by or involving any employee of Holdings or its Subsidiaries, (b) hours worked by and payment made to employees of each of Holdings and its Subsidiaries comply with the Worker Adjustment Fair Labor Standards Act and Retraining Act each other federal, state, local or similar state Lawforeign law applicable to such matters, except as could not reasonably be expected to have a Material Adverse Effect. All (c) all payments due from any Loan Party, of Holdings or its Subsidiaries for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyPerson, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party (d) neither Holdings nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement. There , management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement (provided all of such material agreements existing as of the Closing Date are set forth on Disclosure Schedule (3.7), and, if requested by Administrative Agent, true and complete copies of any agreements described on Disclosure Schedule (3.7) have been delivered to Administrative Agent on or prior to the Closing Date), (e) neither Holdings nor any of its Subsidiaries is represented by a labor organization and there are no organizing activities involving any of Holdings or its Subsidiaries pending or, to any Credit Party's knowledge, threatened by any labor organization or group of employees, (f) there are no representation proceedings pending or, to any Loan Credit Party’s 's knowledge, threatened in writing to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party of Holdings or its Subsidiaries has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There and (g) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party of Holdings or its Subsidiaries pending or, to the knowledge of any Loan Credit Party, threatened in writing to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually Holdings or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectits Subsidiaries.

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

Labor Matters. There Except as disclosed on EXHIBIT 6.16, there are no strikes, lockoutswork stoppages, slowdowns labor disputes, decertification petitions, union organizing efforts or other material labor disputes against any Loan Party grievances pending or, to the knowledge best of any Loan PartyBorrower's knowledge threatened, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act between any Borrower or any Subsidiary and any of its employees, other applicable federalthan employee grievances arising in the ordinary course of business which, statein the aggregate, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from collective bargaining agreements, labor agreements or other contracts with or affecting any Loan Partyemployee of any Borrower or any Subsidiary necessary to continue to conduct the business operations of any Borrower or such Subsidiary are in full force and effect. Except as disclosed on EXHIBIT 6.16, no Borrower or for which any claim may be made against Subsidiary has any Loan Partyobligation under any collective bargaining agreement or any employment agreement. Except as disclosed on EXHIBIT 6.16, on account to the best of wages and employee health and welfare insurance and other benefitsthe Borrowers' knowledge, have been paid there is no organizing activity pending or properly accrued in accordance with GAAP as a liability on the books threatened by any labor union or group of such Loan Party, except as employees that could not reasonably be expected to have a Material Adverse Effect. Except as set forth disclosed on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There EXHIBIT 6.16, there are no representation proceedings pending or, to any Loan Party’s Borrower's knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effectrecognition. There Except as disclosed on EXHIBIT 6.16, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices complaints or charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan PartyBorrower's knowledge, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Borrower of any employee of any Loan Party individual which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

Labor Matters. There are no strikes, lockouts, slowdowns FENB is in compliance in all material respects with all applicable federal and California or other material labor disputes against any Loan Party pending orapplicable Law respecting employment and employment practices, to the knowledge terms and conditions of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by employment and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health hour, and welfare insurance (i) has not and other benefits, have been paid or properly accrued is not engaged in accordance with GAAP any unfair labor practice as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound determined by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and Board with respect to any employee within the NLRB’s jurisdiction (“NLRB”); (ii) no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice chargescharge or complaint against FENB is pending before the NLRB; (iii) there is no labor strike, grievancesslowdown, arbitrations, unfair employment practices charges stoppage or material labor dispute pending or to the Knowledge of FENB threatened against or involving FENB; (iv) to the Knowledge of FENB no representation question exists respecting the employees of FENB and any labor union; (v) no collective bargaining agreement is currently being negotiated by FENB is not and has not been a party to a collective bargaining agreement; (vi) FENB is not experiencing and has not experienced any material labor difficulty during the last three years; (vii) no grievance or arbitration proceeding is pending or to the Knowledge of FENB currently threatened; (viii) FENB has no Equal Employment Opportunity Commission or any other Governmental Entity charges or other claims of employment discrimination pending or complaints to their Knowledge currently threatened against it; (ix) FENB has no wage and hour claim or investigation pending before or by any Loan Party pending orGovernmental Entity, and to the knowledge Knowledge of FENB no such claim or investigation has been threatened; (x) FENB has not had any occupation health and safety claims against it; (xi) FENB is in compliance in all material respects with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the “Immigration Laws”); and (xii) there has been no “mass layoff” or “plant closing” by FENB as defined in the Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state law equivalent, or any other mass layoff that would trigger notice pursuant to WARN or state law equivalent within 90 days prior to the Effective Date. FENB has never been the subject of any Loan Partyinspection or investigation relating to its compliance with or violation of the Immigration Laws, threatened to be filed with any Governmental Authority or arbitrator based onnor has it been warned, arising out of, in connection with, fined or otherwise relating penalized by reason of any such failure to comply with the Immigration Laws, nor to the employment Knowledge of FENB is any such proceeding pending or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectthreatened.

Labor Matters. There (a) The Borrower and each Restricted Subsidiary is in material compliance with all requirements of all Employment Laws and there are no strikesactions, lockoutssuits, slowdowns proceedings, claims, disputes, charges, or other material labor disputes against any Loan Party investigations pending or, to the knowledge of the Loan Parties, threatened, at law, in equity, in arbitration or before any Loan PartyGovernmental Authority, by or against the Borrower or any Restricted Subsidiary relating to Employment Laws that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.19(b), (i) there are no collective bargaining agreements covering the employees of the Borrower or any Restricted Subsidiary; (ii) there are no strikes, walkouts, stoppages or slowdowns or other organized labor disputes against the Borrower or any Restricted Subsidiary pending or, to the Borrower’s knowledge, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. The hours worked by ; (iii) there are no unfair labor practice charges pending or threatened against the Borrower or any Restricted Subsidiary before any Governmental Authority and payments made to employees no material grievance or arbitration proceeding pending or threatened against the Borrower or any Restricted Subsidiary which arises out of or under any collective bargaining agreement that (individually or in the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation aggregate) could not reasonably be expected to have a Material Adverse Effect. No Loan Party ; and (iv) no labor organization or group of employees has incurred made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any liability other labor relations tribunal or obligation authority. (c) The employees of the Borrower and each Restricted Subsidiary have been paid all wages and other compensation due as required under any Contractual Obligation, the Worker Adjustment and Retraining Fair Labor Standards Act of 1938, as amended, or similar state Law, except as any other applicable Law dealing with such matters that (individually or in the aggregate) could not reasonably be expected to have a Material Adverse EffectEffect if not paid. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, the Borrower and each Restricted Subsidiary on account of wages and any workers’ compensation program, unemployment insurance program, or employee health and welfare insurance and other benefits, have been paid that (individually or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as aggregate) could not reasonably be expected to have a Material Adverse EffectEffect if not paid have been paid or accrued as a liability on the books of the Borrower or its Restricted Subsidiaries. Except as set forth on Schedule 5.18 no Loan Party is a party to Neither the Borrower nor any Restricted Subsidiary has incurred any material liability or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with obligations under the National Labor Relations Board, Worker Adjustment and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges Retraining Notification Act or any other claims similar Law, which remains unpaid or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectunsatisfied.

Labor Matters. There are no strikes, lockouts, slowdowns (a) Neither the Company nor any Company Subsidiary is party to any collective bargaining agreement or other material similar labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to agreement (excluding personal services contracts). (i) No employees of the Loan Parties comply with Company or any of the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound Company Subsidiaries are represented by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and labor organization; (ii) no labor organization or group of employees of the Company or any Loan Party of the Company Subsidiaries has made a pending written demand to the Company or any Company Subsidiary for recognition or certification; (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently filed, or to the Company’s knowledge, threatened in each case which could writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iv) to the Company’s knowledge, there are no organizing activities involving the Company or any Company Subsidiary pending with any labor organization or group of employees of the Company or any Company Subsidiary; and (v) the Company and the Company Subsidiaries are not currently materially affected and have not been materially affected in the past by any actual or threatened work stoppage, strike or other labor disturbance. (c) Except as would not, individually or in the aggregate aggregate, reasonably be reasonably expected to result in have a Company Material Adverse Effect. There , there are no complaints, unfair labor practice charges, grievancesgrievances or complaints filed or, arbitrationsto the Company’s knowledge, unfair employment practices threatened in writing by or on behalf of any employee or group of employees of the Company or any Company Subsidiary. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against the Company or any other claims or complaints against any Loan Party pending Company Subsidiary filed or, to the knowledge of any Loan Partythe Company, threatened in writing to be filed brought or filed, with any Governmental Authority Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of individual by the Company or any Loan Party which couldCompany Subsidiary. (e) Except as would not, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each Company Subsidiary is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax; and (ii) there has been no “mass layoff” or “plant closing” as defined by WARN with respect to the Company or any Company Subsidiary within the last six (6) months.

Labor Matters. There As of the Second ARCA Effective Date, there are no strikes, lockouts, lockouts or slowdowns or other material labor disputes against any Loan Party Wireline Company pending or, to the knowledge of any Loan Partythe Borrower, threatened that could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with Wireline Companies have not violated the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters matters, except to the extent that any such violation could where it would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred As of the Second ARCA Effective Date, there is no organizing activity involving the Borrower or any liability Subsidiary pending or, to the knowledge of the Borrower or obligation under the Worker Adjustment and Retraining Act any Subsidiary, threatened by any labor union or similar state Lawgroup of employees, except as could those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All payments due from As of the Second ARCA Effective Date, there are no representation proceedings pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened with the National Mediation Board, and no labor organization or group of employees of the Borrower or any Subsidiary has made a pending demand for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Partyrecognition, except as could those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with material complaints or charges against the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges Borrower or any other claims or complaints against any Loan Party Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party which couldindividual, individually or except those that, in the aggregate, would not reasonably be reasonably expected to result in have a Material Adverse Effect. The consummation of the transactions contemplated by Transactions and the Loan Documents Directories Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to by which any Loan Party Wireline Company is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

Labor Matters. There (a) Section 5.13(a) of the Comet Disclosure Letter sets forth a list of each collective bargaining agreement or similar contract, agreement or understanding with a labor union or similar labor organization (each a “Labor Agreement”) to which Comet or any of its Subsidiaries is a party to, or is bound by, that covers employees of Comet and its Subsidiaries in the United States. No later than the thirtieth (30th) day following the date hereof, Comet shall provide Moon with a list of each Labor Agreement to which Comet or any of its Subsidiaries is a party to, or is bound by, that covers employees of Comet and its Subsidiaries primarily located outside of the United States. To the knowledge of Comet, there are no strikesorganizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened in the United States. (b) Except for such matters as do not and would not reasonably be expected to have a Comet Material Adverse Effect, lockouts, slowdowns (i) Comet and its Subsidiaries have complied with all applicable Laws respecting the employment of labor; (ii) neither Comet nor any Subsidiary of Comet has received any written complaint of any unfair labor practice or other material unlawful employment practice or any written notice of any violation of any applicable Law with respect to the employment of individuals by, or the employment practices of, Comet or any Subsidiary of Comet or the work conditions or the terms and conditions of employment and wages and hours of their respective businesses; (iii) there are no unfair labor disputes practice charges or other employee related complaints against Comet or any Loan Party Subsidiary of Comet pending or, to the knowledge of Comet, threatened, before any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked Governmental Entity by or concerning the employees working in their respective businesses; and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There (iv) there are no representation proceedings pending orlabor strikes, to any Loan Party’s knowledgeslowdowns, threatened to be filed with the National Labor Relations Boardstoppages, and no labor organization walkouts, lockouts or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party labor-related disputes pending or, to the knowledge of any Loan PartyComet, threatened against or affecting Comet or any of its Subsidiaries; and (v) there are no pending or, to be the knowledge of Comet, threatened employment-related lawsuits or administrative charges or arbitration proceedings against or involving Comet or any of its Subsidiaries brought or filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse EffectEntity.

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

Labor Matters. There (a) As of the date of this Agreement, there is no work slowdown, strike, picket, or lockout, or, to the knowledge of HiSoft, threat thereof, by or with respect to any employees of HiSoft or any of its Subsidiaries. HiSoft and its Subsidiaries are neither party to, nor bound by, any collective bargaining agreement or work rules or practices with any labor union, labor organization or works council, and there are no strikescollective bargaining agreements or work rules or practices that pertain to any of the employees of HiSoft or any of its Subsidiaries. No employees of HiSoft or its Subsidiaries are represented by any labor union, lockoutslabor organization or works council with respect to their employment with HiSoft or any of its Subsidiaries. No labor union, slowdowns labor organization, works council, or other material labor disputes against group of employees of HiSoft or any Loan Party of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of any Loan PartyHiSoft, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened writing to be brought or filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges Board or any other claims labor relations tribunal or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldauthority. (b) Except as would not, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have a HiSoft Material Adverse Effect, each of HiSoft and its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, including, without limitation, any Laws relating to discrimination and other equal employment opportunities, termination, wages and hours and social security, the classification of employees as exempt or non-exempt for overtime purposes, or the classification of individuals as independent contractors or consultants, in each case, with respect to each of the HiSoft Employees (including those on layoff, disability or leave of absence, whether paid or unpaid). Except as would not, individually or in the aggregate, reasonably be expected to have a HiSoft Material Adverse Effect, neither HiSoft nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits for HiSoft Employees other than coverage mandated by applicable Law.

Labor Matters. There are (a) Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by or currently negotiating any collective bargaining or any other type of collective labor or union agreement, and there is no strikes, lockouts, slowdowns labor union or other material organization representing employees of the Company and its Subsidiaries. No strike, labor disputes against any Loan Party suit or proceeding or labor administrative proceeding is pending or, to the knowledge Knowledge of any Loan PartySellers, threatened regarding employees of the Company and its Subsidiaries (in such employees’ capacities as such) that could would reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federalhave, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect, and, to the Knowledge of Sellers, no such matter has been threatened by employees of the Company and its Subsidiaries (in such employees’ capacities as such) within the 12-month period prior to the date hereof. (b) In the 12 months prior to the date hereof, neither the Company nor any of its Subsidiaries has been a party to a Proceeding in which the Company and its Subsidiaries, as applicable, was or is alleged to have violated in any material respect any material applicable Laws, or any material Orders of any Governmental Authority, or any material arbitration awards, relating to employment, equal opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security or similar Taxes, and/or income Tax withholding, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries is, and for the past 12 months has been, in compliance in all material respects with all applicable Laws and collective bargaining agreements regarding employment and employment practices, terms and conditions of employment, immigration, wages and hours, occupational safety and health, equal opportunity, leave of absence, eligibility for and payment of overtime, classification of independent contractors and employees, safety and health, unemployment insurance and workers’ compensation. (c) Notwithstanding anything to the contrary in this Article III, this Section 3.17 contains the sole and exclusive representations and warranties of Sellers relating to the matters that are the subject of the representations and warranties set forth in this Section 3.17.

Labor Matters. There As of the Restatement Date, there are no strikes, lockouts, lockouts or slowdowns or other material labor disputes against any Loan Party pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened threatened, except to the extent that could strikes, lockouts or slowdowns would not reasonably be expected to have result in a Material Adverse EffectAEffect. The hours worked by and payments made to employees of the Loan Parties comply with have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law law dealing with such matters except to the extent that any such violation could reasonably be expected to have a Material Adverse Effect. Except for Disclosed Matters and to the extent that such liability would not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All all payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 5.14, as of the Restatement Date no Loan Party nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There As of the Restatement Date, there are no representation proceedings pending or, to the actual knowledge of any Responsible Officer of any Loan Party’s knowledge, threatened to be filed with the National Labor Relations BoardBoard or other applicable Governmental Authority, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in recognition. As of the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaintsRestatement Date, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not to the extent that such would be reasonably be expected to have individually or result in the aggregate, a Material Adverse Effect.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, (i) there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The threatened, (ii) the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All (iii) all payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law in excess of $500,000 in the aggregate at any one time which remains unpaid or unsatisfied. Except as set forth on Schedule 5.18 6.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effectrecognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldor any of its Subsidiaries which, individually or in the aggregate, would reasonably be reasonably 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

Labor Matters. There (a) Except as, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect: (i) there are no strikes, lockouts, slowdowns strikes or other material labor disputes against the Borrower or any Loan Party of its Restricted Subsidiaries pending or, to the knowledge of any Loan Partythe Borrower, threatened that could reasonably be expected to have a Material Adverse Effect. The in writing; (ii) hours worked by and payments payment made to employees of the Loan Parties comply with Borrower or any of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment matters; and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All (iii) all payments due from the Borrower or any Loan Party, or for which any claim may be made against any Loan Party, of its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits, pension obligations have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effectthe relevant party. Except as set forth disclosed on Schedule 5.18 5.14, as of the Effective Date no Loan Party is a party to or bound by any collective bargaining agreement or, with respect to any Foreign Subsidiary, any similar agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to To the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not to the extent that such would be reasonably be expected to have individually or result in the aggregate, a Material Adverse Effect. (i) The IBT Agreement is in full force and effect and (ii) other than as contemplated by the IBT Transactions, the IBT Agreement has not been amended, waived or otherwise modified in any respect materially adverse to the Borrower and its Subsidiaries (taken as a whole). For purposes of this Section 5.14(b), it is understood that the resolution in the ordinary course of business of an employee grievance seeking to enforce the IBT Agreement terms will not be deemed to constitute an amendment, waiver or other modification to the IBT Agreement.

Labor Matters. (a) No labor organization or group of Service Providers of any Party or its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of such Party, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There are are, and since the Applicable Date have been, no strikes, work stoppages, slowdowns, lockouts, slowdowns material arbitrations or material grievances, or other material labor disputes against any Loan Party pending or, to the knowledge Knowledge of any Loan such Party, threatened that could against or involving any Party or any of their respective Subsidiaries. No Party or its Subsidiaries is subject to or bound by any collective bargaining agreement or other Contract with, and no employee of any Party or its Subsidiaries are represented by (with respect to their employment by such Party or its Subsidiaries), any labor union, works council, or other labor organization or employee representative. To the Knowledge of such Party, there are, and since the Applicable Date have been, no union organizing activities pending or threatened with respect to employees of any Party or its Subsidiaries. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The hours worked by Effect on such Party, (i) each Party and payments made to its Subsidiaries are, and since the Applicable Date have been, in compliance in all material respects with all applicable Laws respecting labor, employment standards, workers’ compensation, terms and conditions of employment, employment and employment practices, the termination of employment, wages and hours, classification of employees as exempt or non-exempt, immigration, equal employment opportunities (including the prevention of sexual harassment), the Loan Parties comply with the Fair Labor Standards Act provision of meal and rest breaks, pay for all working time, classification of independent contractors, immigration law requirements, and occupational safety and health, and (ii) no Party or any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state Lawstate, except local or foreign “mass layoff’ or “plant closing” Law that remains unsatisfied. (c) Except as could would not have, and would not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Partyhave, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse EffectEffect on such Party, there have been no written or other formal claims or investigations of harassment, discrimination, retaliation or similar actions against any senior manager, officer or director of such Party or its Subsidiaries at any time since the Applicable Date. (d) To the Knowledge of such Party, since the Applicable Date, no material allegations of sexual harassment have been made to such Party or its Subsidiaries against any individual in his or her capacity as a Service Provider to such Party or its Subsidiaries at a level of Senior Vice President or above.

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

Labor Matters. There As of the Closing Date and except as set forth on Schedule 3.14, there are no strikes, lockouts, lockouts or slowdowns against the Borrower or other material labor disputes against any Loan Party Restricted Subsidiary pending or, to the knowledge of any Loan Partythe Borrower, threatened that could threatened. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The hours worked by , (a) the Borrower and payments made to employees of the Loan Parties comply its Restricted Subsidiaries are in compliance with the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such hours worked by or payments made to employees or any similar matters except (including but not limited to the extent that any appropriate classification of employees as exempt or non-exempt), (b) the Borrower and its Restricted Subsidiaries have properly classified all individuals engaged as contractors as such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability under all applicable Federal, state, local or obligation under foreign law, (c) the Borrower and its Restricted Subsidiaries are in compliance with the Worker Adjustment and Retraining Notification Act and all other state, local or similar state Law, except as could not reasonably be expected foreign laws relating to have a Material Adverse Effect. All plant closings or mass layoffs and (d) all payments due from the Borrower or any Loan PartyRestricted Subsidiary, or for which any claim may be made against the Borrower or any Loan PartyRestricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan Party, except as could not reasonably be expected to have a Material Adverse EffectSubsidiary. Except as set forth on Schedule 5.18 no Loan Party Neither the Borrower nor any Subsidiary is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, subject to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees claims arising out of any Loan Party has made a employment matter, whether pending demand for recognition in each case as of the Closing Date or to its knowledge threatened, which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldwould, individually or in the aggregate, be reasonably expected to result in have a Material Adverse Effect. The Except as does not, or would not reasonably be expected to, have a Material Adverse Effect, the consummation of the transactions contemplated by the Loan Documents Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any Loan Party Restricted Subsidiary is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectbound.

Labor Matters. There Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or as set forth on Schedule 6.18, there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply in all material respects with the Fair Labor Standards Act FLSA and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effectmatters. No Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan PartyParty and its Subsidiaries, or for which any claim may could reasonably be expected to be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 6.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining or similar agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition in each case which could recognition. Except as would not reasonably be expected to result, individually or in the aggregate be reasonably expected to result aggregate, in a Material Adverse Effect. There Effect or as set forth on Schedule 6.18, there are no material complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effectany of its Subsidiaries. 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 or any of its Subsidiaries is bound except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.bound. 6.19

Labor Matters. There As of the Effective Date, there are no strikes, lockouts, lockouts or slowdowns or any other material labor disputes against the Borrower or any Loan Party Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened that could reasonably be expected to have a Material Adverse Effectthreatened. The hours worked by and payments made to employees of the Loan Parties comply with Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act and or any other applicable federalFederal, state, local or foreign Law law dealing with such matters matters, except to the extent that any such violation violation, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any Loan PartySubsidiary, or for which any claim may be made against the Borrower or any Loan PartySubsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of the Borrower or such Loan PartySubsidiary, except as where the failure to so pay or accrue could not reasonably be expected to result in a Material Adverse Effect. There is no organizing activity involving the Borrower or any Subsidiary pending or, to the knowledge of the Borrower or any Subsidiary, threatened by any labor union or group of employees, except those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to the knowledge of the Borrower or any Loan Party’s knowledgeSubsidiary, threatened to be filed with the National Labor Relations Mediation Board, and no labor organization or group of employees of the Borrower or any Loan Party Subsidiary has made a pending demand for recognition in each case which could individually or recognition, except those that, in the aggregate aggregate, would not reasonably be reasonably expected to result in have a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices material complaints or charges against the Borrower or any other claims or complaints against any Loan Party Subsidiary pending or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Borrower or any Subsidiary of any employee of any Loan Party which couldindividual, individually or except those that, in the aggregate, be reasonably 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 except as could would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

Labor Matters. There (a) Neither the Borrower nor any Subsidiary is a party to any labor dispute and there are no strikes, lockouts, slowdowns strikes or other material walkouts relating to any labor disputes contracts to which the Borrower or any of its Subsidiaries is a party or is otherwise subject; (b) there is no unfair labor practice complaint pending against the Borrower or any Loan Party pending Subsidiary or, to the knowledge of any Loan Partythe Borrower, threatened against any of them, before the National Labor Relations Board that could is reasonably be expected likely to have a Material Adverse Effect. The hours worked by and payments made ; (c) there is no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement pending against the Borrower or any Subsidiary or, to employees the knowledge of the Loan Parties comply with the Fair Labor Standards Act and Borrower, threatened against any other applicable federal, state, local or foreign Law dealing with such matters except to the extent of them that any such violation could not is reasonably be expected likely to have a Material Adverse Effect. No Loan Party has incurred ; (d) no slowdown or stoppage is pending against the Borrower or any liability Subsidiary, or obligation under to the Worker Adjustment and Retraining Act knowledge of the Borrower, threatened against the Borrower or similar state Lawany Subsidiary, except as could not that is reasonably be expected likely to have a Material Adverse Effect. All payments due from ; (e) neither the Borrower nor any Loan Party, or for which Subsidiary is engaged in any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected unfair labor practice that is likely to have a Material Adverse Effect. Except ; and (f) except as set forth on in Item 6.20 of the Disclosure Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or(none of which items disclosed therein, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect), there are no pending or threatened claims, complaints, notices, inquiries or requests for information received by the Borrower or any of its Subsidiaries with respect to any alleged violation of, or potential liability under, any law relating to employee health and safety (including the Occupational Safety and Health Act, 29 U.S.C.A. Section 651 et. seq.) which could reasonably be expected to result in liability for the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000 (exclusive of amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover) or which could reasonably be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

Labor Matters. There are no strikesExcept as, lockoutsindividually or in the aggregate, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could would not reasonably be expected to have a Material Adverse Effect. No : (a) there are no strikes, labor disputes, slowdowns, work stoppages or similar actions or grievances pending or threatened against Holdings, the Borrowerany Loan Party or any of theits Subsidiaries; (b) the hours worked and payments made to employees of each Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements and none of the Loan Parties or any of their respective Subsidiaries is engaged in any unfair labor practice; (c) there is no unfair labor practice complaint pending against any Loan Party or any of its Subsidiaries, or to the knowledge of any Loan Party, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against any Loan Party or any of its Subsidiaries or to the knowledge of any Loan Party, threatened against any of them; (d) to the knowledge of each Loan Party, after due inquiry, no union representation question exists with respect to the employees of any Loan Party or any of its Subsidiaries and, to the knowledge of each Loan Party, no union organization activity is taking place; (e) none of the Loan Parties or any of their respective Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Lawlaw, except as could not reasonably be expected to have a Material Adverse Effect. All which remains due and owing under applicable law; and (f) all payments due from Holdings, the Borrowerany Loan Party or any Loan Party, of theits Subsidiaries or for which any claim may be made against Holdings, the Borrowerany Loan Party or any Loan Partyof theits Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, benefits have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan PartyHoldings, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no the Borrowersuch Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, such Subsidiary to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The consummation of the transactions contemplated extent required 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse EffectGAAP.

Labor Matters. There (1) Except as has not had and would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, as of the date of this Agreement, (i) neither the Company nor any of its Subsidiaries is a party or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other agreement with a labor union, works council or similar organization, (ii) to the Knowledge of the Company, there are no strikesactivities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union or similar organization, lockouts, slowdowns or other material labor disputes against any Loan Party (iii) there is no pending or, to the knowledge Knowledge of any Loan Partythe Company, threatened that could reasonably be expected labor strike, lockout, slowdown, work stoppage, picketing or other labor dispute by or with respect to have a Material Adverse Effect. The hours worked by and payments made to the employees of the Loan Parties comply with the Fair Labor Standards Act Company or any of its Subsidiaries and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 (iv) no Loan Party is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, material unfair labor practice charges, grievances, arbitrations, unfair employment practices administrative charges or any other claims or complaints against any Loan Party are pending or, to the knowledge Knowledge of any Loan Partythe Company, threatened to be filed with against it or any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which couldits Subsidiaries. (2) Except as has not had and would not, individually or in the aggregate, reasonably be reasonably expected likely to result in have a Company Material Adverse Effect, the Company and each of its Subsidiaries are in compliance with all applicable Laws (and, to the extent applicable, the terms of all applicable internal policies, procedures and contracts between the Company or any of its Subsidiaries and the effected Person(s)) relating to labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, wages and hours, employee and worker classification, disability rights or benefits, immigration and Form I-9 compliance, withholding of taxes, employment discrimination, whistleblower and retaliation, equal opportunity, labor relations, employee leave, termination pay, layoffs, furloughs, reductions in hours, compensation and/or benefits, unemployment insurance and related matters (collectively, “Employee Matters”). The consummation Except as set forth on Section 3.11 of the transactions contemplated by Company Disclosure Letter, there is no pending or, to the Loan Documents will not give rise to Knowledge of the Company, threatened action or proceeding involving any right Employee Matters (including actions or proceedings involving allegations of termination sexual harassment or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound except as could not misconduct) that would reasonably be expected likely to have individually or in the aggregate, a Company Material Adverse Effect.

Labor Matters. There (a) Neither the Cayman Borrower nor any of its Subsidiaries is a party to any labor dispute that could reasonably be expected to have a Material Adverse Effect and there are no strikes, lockouts, slowdowns strikes or other material walkouts relating to any labor disputes contracts to which such Person is a party or is otherwise subject; (b) there is no unfair labor practice complaint pending against either the Cayman Borrower or any Loan Party pending of its Subsidiaries or, to the knowledge of any Loan Partythe Cayman Borrower, threatened against any of them that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made ; (c) there is no grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement pending against the Cayman Borrower or any of its Subsidiaries or, to employees the knowledge of the Loan Parties comply with the Fair Labor Standards Act and Cayman Borrower, threatened against any other applicable federal, state, local or foreign Law dealing with such matters except to the extent of them that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred ; (d) no slowdown or stoppage is pending against the Cayman Borrower or any liability of its Subsidiaries, or obligation under to the Worker Adjustment and Retraining Act knowledge of the Cayman Borrower, threatened against the Cayman Borrower or similar state Lawany of its Subsidiaries, except as that could not reasonably be expected to have a Material Adverse Effect. All payments due from ; (e) neither the Cayman Borrower nor any Loan Party, or for which of its Subsidiaries is engaged in any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as unfair labor practice that could not reasonably be expected to have a Material Adverse Effect. Except ; and (f) as of the Closing Date, except as set forth on in Item 6.16 of the Disclosure Schedule 5.18 (none of which items disclosed therein, individually or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect), there are no Loan Party pending or threatened claims, complaints, notices, inquiries or requests for information received by the Cayman Borrower or any of its Subsidiaries with respect to any alleged violation of, or potential liability under, any law relating to employee health and safety which could reasonably be expected to result in liability to such Borrower or such Subsidiary in an aggregate amount exceeding $50,000,000 (exclusive of amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover) or which could reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, except as set forth in Item 6.16 of the Disclosures Schedule, neither the Cayman Borrower nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

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

Labor Matters. (a) There are have been no strikes, lockoutswork slowdowns, slowdowns work stoppages or lockouts between any employees of any of the Acquired Companies, on the one hand, and any of the Acquired Companies, on the other hand. None of the Acquired Companies is a party to any collective bargaining agreement or other material labor disputes against union contract, and no employee of any Loan Party pending orof the Acquired Companies is represented by a labor union with respect to such employment. To the Company’s Knowledge, there has been no organizational effort made or threatened by any labor union to organize any employees of any of the Acquired Companies. (b) True and complete information as to the knowledge name and current job title, base salary, target bonus, and any severance entitlements for all current executive officers of the Acquired Companies has been provided to Buyer in Section 3.18 of the Disclosure Schedule. Other than as set forth in Section 3.18 of the Disclosure Schedule, each employee of the Acquired Companies is terminable “at will” subject to applicable severance entitlements or notice periods as set forth by law or in any applicable employment agreement, and there are no agreements or understandings between any Acquired Company and any of its employees that their employment will be for any particular period. None of the executive officers or key employees of any Loan PartyAcquired Company has given written notice of any intent to terminate his or her employment with any Acquired Company within the twelve (12)-month period following the date hereof. (c) The Acquired Companies are in compliance with all Legal Requirements respecting hiring, threatened that could employment, termination of employment, employment practices, terms and conditions of employment, employment discrimination, harassment, retaliation, reasonable accommodation, wages and hours, and employee health and safety, and no Acquired Company is liable for any arrears of wages or penalties with respect thereto, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Acquired Companies taken as a whole. The hours worked All amounts that an Acquired Company is legally required to withhold from its employees’ wages and to pay to any Governmental Authority as required by Legal Requirements have been withheld and payments made paid, and the Acquired Companies do not have any outstanding obligation to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that make any such violation could not reasonably be expected withholding or payment, other than with respect to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law, except as could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18 no Loan Party is a party to or bound by any collective bargaining agreementan open payroll period. There are no representation proceedings pending orpending, or to any Loan Partythe Company’s knowledgeKnowledge, threatened to be filed with the National Labor Relations Boardin writing, and no labor organization or group of employees of Actions against an Acquired Company by any Loan Party has made a pending demand for recognition in each case which could individually or in the aggregate be reasonably expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, employee in connection with, or otherwise relating to the with such employee’s employment or termination of employment of any employee of any Loan Party which could, individually or in the aggregate, be reasonably 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 except as could not reasonably be expected to have individually or in the aggregate, a Material Adverse Effectsuch Acquired Company.